BYLAWS OF
NEHEMIAH’S HANDS, INC.
Article I: Legal Authority
NEHEMIAH’S HANDS, INC. (“Nehemiah’s Hands” or “NH”) is chartered as a nonprofit corporation under the laws of the State of Tennessee, ascontained in the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-51-101 et seq. In accordance with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this corporation are limited to the religious and charitable purposes as defined therein.
Article II: Name and Location
Section 1: Official Name.
The name of the organization shall be Nehemiah’s Hands, Inc.
Section 2: Assumed Name.
For purposes of advertising and promotion, the corporation may at times utilize the assumed name of “NH.” However, the official name shall
remain the binding corporate name to transact business. Additional assumed names may be added or changed from time to time only by official action of the Board of Directors with the filing of appropriate documentation with the Tennessee Secretary of State.
Section 3: Location.
The principal office of the corporation and its registered agent shall be located at:
__________________________________.
This designation may be changed from time to time only by official action of the Board of Directors with the filing of appropriate certification with the Tennessee Secretary of State.
Article III: Purpose
Section 1: Mission.
The purpose of the corporation is to provide charitable automotive and
home repair and maintenance services for the glory of God.
Section 2: Powers.
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the corporation is organized, and to aid or assist other
organizations or persons whose
activities further accomplish, foster, or attain such purposes.
The Legal powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
Section 3: 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 pursuant to of the United States’ Internal Revenue Code.
Article IV: Membership
Section 1: No Membership Classes.
The corporation shall have no membership class and no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
Section 2: Non-Voting Affiliates.
The governing body 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, 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 as to 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 fundraising
activities, clinics, other events or at the corporation website. Affiliates have no voting rights and are not members of the corporation.
Section 3: Dues.
Any dues shall be determined by the Board of Directors or a designated
committee and shall be formally
adopted by a resolution or amendment to these bylaws.
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 (“Board”) consisting of not less than 4 and not more than 15 duly elected voting members. The Board retain those powers granted under Tennessee
statutes which permit all necessary and convenient actions to affect all the approved purposes for NH.
Section 2: Terms.
Directors elected at Annual Meetings shall serve a one-year, two-year, or three-year term, 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 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 may serve terms in succession without term limitation. A term may be extended until such time as a successor has been duly elected.
Section 3: Qualifications and Election of Directors.
Directors must be at least 18 years of age and an affiliate within affiliate classifications created by the Board. Directors may be elected at any Board meeting by a majority vote. The election of Directors to replace those Directors who have fulfilled their term of office shall be held in January of each year.
Section 4: Vacancies.
Vacancies shall include both vacated and unfilled seats on the Board. Vacancies which occur on the Board shall be filled by the Board upon recommendation of the President 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.
Section 5: Attendance Rule.
Each Director is expected to attend all Regular and Special Meetings of the Board and all Annual Meetings of the corporation. Those members with more than two unexcused absences in a 12-month period shall be removed from the Board. The President is empowered to excuse Directors from attendance for a reason deemed appropriate by the President. The absence of the President may be excused from attendance for a reason deemed appropriate by the Vice President.
Section 6: Commitment and Ethics Rule.
Each Director must maintain a high commitment to the stated mission and goals of NH and exhibit the highest ethical standards in the conduct of business as suggested among nonprofit organizations. 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.
Section 7: Removal of Directors.
A Director may be removed by two-thirds vote of Directors then in office, if: a Director is noncompliant with the Attendance Rule stated in Section 5 hereinabove; a Director is
noncompliant with the Commitment and Ethics Rule state in Section 6 hereinabove; or, for cause or no cause, if before any meeting of the Directors at which a vote on removal will be made the Director in question is given electronic or written notification of the Board’s intention to discuss his case and is given the opportunity to be heard at the meeting.
Section 8: Compensation of Board
Members.
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 expenses to attend Board meetings.
Section 9: 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 Conflict of Interest policy and Tennessee law.
Article VI: Meetings
Section 1: Annual Meeting.
An Annual Meeting of the corporation and its members and
affiliates shall be held each year.
Section 2: Regular Meetings.
The Board shall have a minimum of four regular meetings each calendar year at times and places fixed by the Board.
Section 3: Special Meetings.
Special meetings may be called by the President, Vice President, Secretary, Treasurer, or any two Directors.
Section 4: Notice of Meetings.
Any meeting may be held in person or via videoconference or
teleconference means as agreed upon by the Directors.
Regular Meetings of the Board shall be scheduled at the Annual Meeting of the corporation. Notice of a change to the date and/or time of a Regular Meeting shall require four days written notice by electronic mail or 48-hours notice delivered personally by telephone or text message.
Special meetings must be preceded by at least 2 days notice to each Director of the date, time, and place, but not the purpose of the meeting.
Any director may waive notice of any meeting.
Section 5: Quorum and 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. These voting rules shall apply at Regular Meetings, Special Meetings, and at the Annual Meeting.
Section 6: 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.
Section 7: Informal Action or Action by Consent.
Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Board to use email to approve actions, as long as a quorum gives consent.
Article VII: Officers
Section 1: Officers.
Officers of the corporation shall be a President, Vice President, Secretary, and Treasurer. All such officers must be duly elected from among voting members of the Board. One person may hold two offices, provided however, that one person may not serve as both President and Vice President. No officer serving as more than one officer may act in more than one capacity where action of two or more officers is required.
Section 2: Election and Term of Office.
Election of officers shall occur each year during the Annual Meeting following recommendations by a Nominating Committee appointed by the President. Each officer shall be elected by Board members present and serve for a period of one year. All vacancies in these offices shall be appointed by the President, or when absent, the Board, for the remainder of the term.
Section 3: Duties of President.
The President shall preside at all meetings of the Board, 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. The President, 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 President may serve as a voting member on the Board of Directors for a period of one year.
Section 4: Duties of Vice President.
Upon disability or absence of the President, the Vice President shall perform the duties of the President, and such other duties as may be assigned by the Board. The Vice President 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, 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 a written financial report to the Board of Directors at quarterly meetings. The Treasurer shall maintain the financial records of the corporation using acceptable accounting practices and shall perform those other duties inherent to the office of Treasurer.
Section 7: Removal or Resignation.
The Board 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 to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
Section 8: Other Officers.
The Board may designate additional officer positions of the corporation and may appoint and assign duties to other non-Director officers of the corporation.
In addition, the Board 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 NH. Such honorary titles shall not carry any obligations, powers or duties within this
corporation.
Article VIII: Standing and Special Committees
Section 1: Committees.
The Board may, by resolution adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Any committee, to the extent provided in the resolution, shall have all the authority of the Board, except that no committee, regardless of resolution, may:
a. take any final action on matters which also requires Board approval or approval of a majority of all members;
b. fill vacancies on the Board of directors or in any committee which has the authority of the board;
c. amend or repeal Bylaws or adopt new Bylaws;
d. amend or repeal any resolution which by its express terms is not so amendable or repealable;
e. appoint any other committees or the members of these committees;
f. expend corporate funds to support a nominee for Director;
g. or approve any transaction;
i. to which the corporation is a party and one or more Directors have a materia
l financial interest; or
ii. between the corporation and one or more of its Directors or between the corporation or any person in which one or more of its Directors have a material financial interest.
Section 2: Meetings and Action of Committees.
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article VI of these Bylaws concerning meetings of the Directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members. The time for regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee. Special meetings of the committee may also be called by a resolution. 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 governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
Article IX: Finance and Audits
Section 1: Fiscal Year.
The Corporation’s financial year shall commence on the 1st day of January 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 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:
President, Vice President, 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, President, Vice President, Treasurer. Routine payroll disbursements shall be made only by checks or similar money orders signed by the Business Manager or by the President, Vice President, Treasurer in that order of availability. Business Manager payroll check shall be signed by the President, Vice President,
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.
Section 6: Indemnification.
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 proceeding 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.
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 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 in the specific case, upon receipt of:
a. a written affirmation from the Director, officer, employee, or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and
b. an undertaking by or on behalf of the Director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a Director is entitled to mandatory indemnification under this article to the same extent as a Director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a Director, consistent with Tennessee 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 X. Corporate Seal
The official seal of the corporation shall consist of the words “Nehemiah’s Hands, Inc.” and “Tennessee” 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 one or more appropriate organization(s) or agency(ies) designated by the Board, provided, however, that such organization or agency is a qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code. The Board shall attempt to distribute to an organization or agency that satisfies the corporation’s mission.
Section 2: Optional Rule.
In the event that no Board exists, or the Board refuses or fails in a reasonable period to dissolve the corporation, upon the petition in equity in a court of proper jurisdiction, such court 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
Section 1: Amendments to the Articles of Incorporation.
Any amendment to the Articles of Incorporation shall be adopted by approval of the Board by a two-thirds majority.
Section 2: Amendments to the Bylaws.
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of Directors then in office at a meeting of the Board. No amendment of these Bylaws shall:
a. cause the corporation to cease to qualify as a tax exempt corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code;
b. affect the voting rights of Directors, unless approved by a two-thirds majority of the Directors then in office; and
c. be inconsistent with the Articles of Incorporation.
Approved by Founders and
Incorporators on this the ___ day of ___________, 2025.
By:
_
_ _
_
_ _
Approved by Charter Board of Directors on this the _____ day of , 2025.
By:
_
President
_ _
Vice President
_
secretary
_ _
treasurer