RoCo Relief
138 Park Square Circle
Forest City NC 28043
Article I: Legal Authority
RoCo Relief is chartered as a nonprofit corporation under and by virtue of the
laws of the State of North Carolina, as contained in Chapter 55A-2-02 of the
General Statutes of North Carolina, (Nonprofit Corporation Act). In accordance
with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this
corporation are limited to educational and public, not-for-profit activities.
Article II: Name and Location
Section 1: Official Name – RoCo Relief Inc.
Section 2: Assumed Name – For purposes of advertising and promotion, the
corporation may at times utilize the assumed name of “RoCo Relief and
RoCoRelief and RoCoRelief.org” however, the official name shall remain the
binding corporate name to transact business.
Section 3: Location – The principal office of the corporation and its registered
agent shall be located in the Forest City, Rutherford County NC. This
designation may be changed from time to time only by official action of the
Board of Directors with the filing of an appropriate certificate with the North
Carolina Secretary of State.
Article III: Purpose
Section 1: Mission – The purpose of the corporation is raise awareness and
resources for the Rutherford County First Responders.
Section 2: Restrictions – No activity of the corporation shall support political
campaigns on behalf of any candidate for public office; restrict membership on
the basis of race, religion, gender or national origin; or do anything to disqualify
its tax-exempt status.
Article IV: Membership/Advisory Board
Section 1: Eligibility – Any person expressing an interest in supporting the
needs of Rutherford County, NC first responders is considered eligible for
membership. A member-in-good standing shall be regularly and actively
involved as defined by the Board of Directors.
Section 2: Membership Fees – Membership shall be for a period of 12 months.
Categories of membership and their respective duties shall be established by
the Board of Directors.
Section 3: Voting Privileges – According to their category of membership, each
member in good standing shall have one vote on motions presented at the
Annual Meeting and at special scheduled meetings of the corporation.
Membership is not transferable and does not allow any rights or interest in the
assets or income of the corporation. No proxy votes are permitted.
Section 4: Honorary Life Member – Upon motion and approval by the Board of
Directors, an Honorary Life Membership may be conferred upon a member or
nonmember who has rendered singular and extraordinary service to RoCo Relief.
Honorary Life Members shall enjoy all privileges and benefits of regular
members without further payment of individual annual membership fees.
Article V: Board of Directors
Section 1: Governance – The business, property and programs of this
corporation shall be managed and controlled by a Board of Directors consisting
of not less than 3 and not more than 5 of duly elected voting members. The
Board of Directors retain those powers granted under North Carolina Statutes
which permit all necessary and convenient actions to affect all the approved
purposes for RoCo Relief.
Section 2: Terms of Office – Directors elected at Annual Meetings shall serve a
first term of either one (1), two (2), or three (3) years depending on what is
needed to maintain staggered terms of service for each approximate third of its
membership. Each third shall be referred to as a “class”. For its first full term,
the initial Board of Directors shall divide itself into three classes with one class
serving one year, a second serving two years, and a third serving three years. A
full term commences with the date of election. Directors are limited to two
consecutive full terms with an ineligibility period of one year following the
expiration of a second full term. Each Director must maintain member-in-goodstanding
status.
Section 3: Vacancies – Vacancies shall include both vacated and unfilled seats
on the Board of Directors. Vacancies which occur on the Board shall be filled by
the Board of Directors upon recommendation of the Chair for the remaining,
unexpired term of an absent Director or for an unfilled seat. Such appointments
commence on that date and end at an appropriate and subsequent Annual
Meeting of the corporation. Such Directors appointed for a term of less than two
years shall then be eligible for an additional two full terms as defined in these
Bylaws.
Section 4: Ex Officio Board Members – Others may be appointed by action of
the Board to serve as advisors, managers or participants in special activities and
serve as a nonvoting, ex officio member of the Board of Directors. Ex officio
status shall continue until the next Annual Meeting at which time status can be
renewed. Ex officio directors may serve in three consecutive fiscal years of the
corporation at which time they must observe an ineligibility period of at least
one year before being considered for re-appointment. An exception can be
made to this rule for by a unanimous vote of the Board of Directors. Ex officio
service shall not restrict eligibility for election as a voting Director of the
corporation.
Section 5: Attendance Rule – Each Director is expected to attend all regular
meetings of the Board and all special called meetings and Annual Meetings of
the corporation. Those members with three consecutive, unexcused absences
as determined by the Chair shall be removed from the Board of Directors.
Section 6: Compensation – Directors shall be volunteers and shall receive no
compensation for their services, except on occasion for certain expenses
directly related to the mission and purposes of the corporation as may be
approved by the Board of Directors.
Section 7: Commitment and Ethics Rule – Each Director must maintain a high
commitment to the stated mission and goals of RoCo Relief exhibit the highest
ethical standards in the conduct of business as suggested among nonprofit
organizations and the most recent code of ethics. Those Directors brought into
question under this rule shall have a hearing before a special committee of the
Board and, when their behavior is judged to be in conflict with the mission or
ethical obligations of their role, or found to be incompatible with the best
interests of the corporation, shall be removed from the Board of Directors.
Article VI: Meetings
Section 1: Annual Meeting – An Annual Meeting of the corporation and its
members shall be held each year.
Section 2: Meetings & Notice – As a minimum, regular meetings of the Board of
Directors shall be held annually, according to a schedule announced by the
Board Chair at the Annual Meeting. Special called meetings of the corporation
shall be held at the discretion of the Chair or by a majority vote of the Board of
Directors or upon written request by ten (10) percent of the corporation’s
members-in-good-standing. Notices for such special meetings shall be provided
by telephone, posted mail or email at least seven (7) days before the announced
time, date and place.
Section 3: Quorum & Voting – A simple majority of Directors being present
shall constitute a quorum for the conduct of business with, thereafter, a simple
majority vote required for action on motions. Each duly elected Director shall
have one vote. Proxy shall not be permitted. At special meetings of the
corporation and at the Annual Meeting, the same rules shall apply to all
members-in-good standing. Under special circumstances, the Executive
Committee may meet by means of electronic conference with all members
included simultaneously.
Section 4: Rules of Order – Robert’s Rules of Order (current edition) shall be
followed in all meetings of the corporation and its committees, unless otherwise
modified herein by these Bylaws. Minutes of actions taken and members present
at such meetings shall be recorded and maintained.
Article VII: Officers
Section 1: Officers – Officers of the corporation shall include a Board Chair, a
Vice Chair, a Secretary and a Treasurer. All such officers must be duly elected
from among voting members of the Board of Directors. No individual shall
concurrently hold more than one office.
Section 2: Election and Term of Office – Election of officers shall occur each
year during the Annual Meeting, recommendations by a Nominating Committee
appointed by the Board Chair. Each officer shall be elected by members-ingood-
standing present and serve for a period of one year. All vacancies in these
offices shall be appointed by the Board Chair, or when absent the Board of
Directors, for the remainder of that year.
Section 3: Duties of Board Chair – The Chair shall preside at all meetings of the
Board of Directors, appoint committee members, exercise general oversight of
corporate business and perform such other duties as may from time to time be
assigned by the Board of Directors. The Chair, or a designee, may serve as an
ex-officio member of those standing and special committees established by the
Board. By invitation of the Board, the immediate past Board Chair may serve as a
voting member on the Board of Directors for a period of one year.
Section 4: Duties of Vice Chair – Upon disability or absence of the Chair, the
Vice Chair shall perform the duties of the Board Chair and such other duties as
may be assigned by the Board of Directors. The Vice Chair organizes the
corporation’s Annual Meeting and may serve as an ex-officio member of all
committees.
Section 5: Duties of the Secretary – The Secretary shall record the minutes of
all meetings of the Board of Directors, maintain records of committee meetings,
oversee the maintenance of membership lists, provide for the safe keeping of all
official contracts and records of the corporation and publish notices of
scheduled meetings as required in these Bylaws.
Section 6: Duties of the Treasurer – The Treasurer shall be responsible for the
prompt deposit of all receipts, an accurate accounting of income and
expenditures, and shall present. Written financial report to the Board of
Directors at the annual meeting. The Treasurer shall maintain the financial
records using acceptable accounting practices and perform those other duties
inherent to the office of Treasurer.
Section 7: Honorary Titles – The Board of Directors may from time to time
award certain friends of the corporation with honorary titles as it may deem
prudent to advance the mission and goals of RoCo Relief. Such honorary titles
shall not carry any obligations, powers or duties within this corporation.
Article VIII: Standing and Special Committees
Section 1: Committees The corporation shall have two types of committees: Standing Committees that
address ongoing needs of the corporation and Special Committees that address
tasks, issues or needs of a shorter term and/or finite duration. Each committee
shall prepare and maintain a written plan of work that has been approved by the
Board of Directors. No committee (except the Finance Committee) is authorized
to make binding decisions for the corporation that are not within its approved
plan of work. At each regular meeting of the Board of Directors, there shall be a
verbal report from each Standing Committee and Special Committee. Each
committee must promptly submit a written record of its to the Secretary of the
Board of Directors.
Section 2: Executive Committee shall have responsibility to meet on behalf of
the full board of directors in matters of urgency and/or expediency as
determined by the Chair or at the request of at least three members of the
Executive Committee. Except on specific matters requiring full participation of
the Board of Directors as stipulated in these Bylaws or in the North Carolina
General Statutes, actions of the Executive Committee shall be deemed to be
official and binding decisions of the full Board of Directors. A simple majority of
members present shall constitute a quorum for voting. They shall be
announced at the Annual Meeting. Individuals shall serve as long as they hold a
qualifying office in the corporation. The Chair of the Board shall be the Chair of
the Executive Committee. All meetings and actions of the Executive Committee
shall be recorded in writing and presented at the next regular meeting of the
Board of Directors.
Section 3: Membership Committee shall identify and encourage others to join
RoCo Relief. Additionally, they are responsible for promoting membership,
acquiring new members, maintaining current membership list, maximizing
membership engagements, participating in planning/staging of the Annual
Meeting.
Section 4: Finance Committee shall have a responsibility to advise the Board on
appropriate budgeting and accounting practices as a nonprofit corporation.
Other functions of this Committee shall be to propose an annual budget and to
monitor income and expenditures and conduct an audit as directed by the
Board.
Section 5: Resource Development Committee – shall have the responsibility of
seeking funds necessary for the operation and maintenance of RoCo Relief. This
function may be accomplished through governmental budgets, grants,
corporate sponsors, personal contributions, in-kind services, special fundraising
events and similar resources. A member of the Board shall serve as Chair and
voting member of this committee.
Section 6: Communications Committee – shall be responsible for reviewing
and editing all annual communications. The Committee should be informed of
all upcoming events, mailings, and announcements in order for them to be
reviewed and edited. The Committee shall also submit public relations and
advertising materials for the foundation. The Committee will also be
responsible for assuring consistency in branding and graphic standards. The
Committee shall review the following communications as submitted by Standing
and Special Committees, and by Foundation Staff: 1. All Printed Material; 2.
Electronic Matter.
Section 7: Special Committees – Administrative, managerial, advisory and
special project committees or subcommittees may be established by the Board
Chair as deemed necessary for the efficient operation of the corporation. Each
committee thus created shall advise the Board of Directors on matters related to
achieving the stated mission and goals of RoCo Relief.
Section 8: Committee Membership – The Board Chair appoints all committee
members. Recommendations may be offered by committee chairs. Standing
Committees must be chaired by a current member of the Board of Directors.
Unless otherwise stated in these Bylaws, Standing Committees must have a
majority of committee members who are also members-in-good-standing of the
corporation (currently paid up membership).
Section 9: Terms of Committee Membership – Members of standing
committees shall serve one year or until the next Annual Meeting of the
corporation, which ever occurs first. At the discretion of the Board Chair,
members of Standing Committees may continue to serve until a successor is
appointed. Members of Special Committees shall serve for one year or less, as
specified when the committee is established.
Article IX: Finance and Audits
Section 1: Fiscal Year – The Corporation’s financial year shall commence on Jan
1st, and end on Dec 31st in each calendar year.
Section 2: Funds and Property – All funds and property held by the corporation
are maintained in trust for the purposes authorized in its charter and only in
accordance with its official Mission and Goals. Bequests, gifts, loans and
donations must first meet published corporation guidelines. Each officer,
employee, volunteer or its agent, having custody of corporation funds or
property, is to be covered by an appropriate fidelity and forgery insurance bond
carried at the expense of the corporation.
Section 3: Records and Reports – Finances of the corporation shall be
maintained in accordance with generally accepted accounting principles and its
records shall be kept in such manner as to facilitate the preparation of quarterly
financial reports for the Board of Directors and membership.
Section 4: Deposits & Disbursements- Any and all non-payroll disbursements
greater than $1,000 from the corporation’s accounts shall be made only by
checks or similar money orders signed by two authorized representatives:
including the Business Manager or such person approved by the Board to serve
in that role and any one of the following officers: Chair, Vice Chair, Treasurer.
Non payroll disbursements of a lesser amount shall be made only by check or
similar money order signed by one of the following representatives: Business
Manager, Chair, Vice Chair, Treasurer.
Routine payroll disbursements shall be made only by checks or similar money
orders signed by the Business Manager or by the Chair, Vice Chair, Treasurer in
that order of availability. Business Manager payroll check shall be signed by the
Chair, Vice Chair, or Treasurer in that order of availability.
Section 5: Audits – The financial statements of this corporation shall be audited
periodically as determined by the Board. Such audit shall be made by a
competent, certified public accountant of recognized standing who is not an
officer of the corporation. Upon written request, audit reports shall be made
available to corporation members and to any appropriate judicial authority.
Article X: Corporate Seal
The official seal of the corporation shall consist of the words [RoCo Relief North
Carolina] inscribed within two concentric circles with the words “CORPORATE
SEAL” inscribed inside the innermost circle.
Article XI: Dissolution of the Corporation
Section 1: Dissolution Rule – Following an affirmative vote in favor by two-thirds
(2/3) of the corporation membership voting, the Board of Directors shall
call a special meeting for the sole purpose to voluntarily dissolve this
corporation. At that time all assets and funds, after all liabilities and obligations
have been paid, along with all minutes and records, shall be promptly
transferred into the custody of an appropriate organization or agency
designated by the Board of Directors. In this rule, every attempt will be made to
satisfy the corporation’s mission.
Section 2: Optional Rule – In the event no Board of Directors exist, or the Board
of Directors refuse or fail in a reasonable period to dissolve the corporation,
upon application by any officer or member, the Superior Court of Rutherford
County shall dissolve the corporation in a manner consistent with the above rule
and in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986.
Article XII: Amendments
Amendments may be adopted at any meeting at which a quorum is declared
present, provided appropriate notice of the amendment is provided all members
at least ten (10) days prior to said meeting. Amendments to these Bylaws
require two-thirds (2/3) approval by those members present and voting. Such
amendments take effect as stated in the original motion.
HISTORICAL NOTES:
Approved by founder and incorporator 10-15-24