South Georgia Coalition to End   Homelessness (SGCEH)  
601 N. Lee St.  
PO Box 206  
Valdosta, GA 31603-0206  
Email:  scghomeless@bellsouth.net  
Tel: 229-245-8064  
Fax: 229-245-3873  

ARTICLE I
NAME, LOCATION, OFFICE AND FISCAL YEAR

Section 1: The name of this corporation is the South Georgia Coalition to End Homelessness, Inc. (hereafter referred to as the Coalition), a private, non-profit organization incorporated under the laws of Georgia. The Coalition includes, but is not limited to, the counties of Atkinson, Bacon, Ben Hill, Berrien, Brantley, Brooks, Charlton, Clinch, Coffee, Cook, Echols, Irwin, Lanier, Lowndes, Pierce, Tift, Turner and Ware.

Section 2:The Corporation shall have a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code.

Section 3:The Corporation may have offices at such place or places, within or outside the State of Georgia, as the Board of Directors may appoint from time to time or as the affairs of the corporation may require or make desirable.

Section 4:The fiscal year shall be from July 1 to June 30.

ARTICLE II
PURPOSES

Section 1: The purpose of the South Georgia Coalition to End Homelessness is to eradicate the problems causing homelessness.

Section 2: The Corporation will accomplish its purpose in the following ways:

1. 1)Identify the causes of homelessness
2. 2) Collaborate with individuals and organizations to seek and implement solutions to the causes and problems of homelessness, including empowerment of all persons impacted by homelessness
3. Provide technical assistance to members of the Coalition
4. 4)Communicate the causes of and solutions to the problems of homelessness
5. Participate in government affairs as allowed by law

ARTICLE III
GOVERNING INSTRUMENTS

Section 1:The corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes in accordance with the Internal Revenue Code, 26 U.S.C. Section 501(c)(3).

Section 2: The Corporation shall be governed by its articles of incorporation and its by-laws.

Section 3: The Board of Directors shall be elected by a majority of the votes cast by the general membership at a meeting at which a quorum is present. Nominations for Board members may be submitted by the nominating committee or from the floor by any member of the corporation.

Section 4: The Corporation shall have all powers conferred by the Georgia Non-Profit Corporation Code, the articles of incorporation, these by-laws and any other provisions of applicable law. However, the corporation shall neither have nor exercise any power or powers which would in any way jeopardize the corporation’s status as a non-profit corporation or which would in any way jeopardize the corporation’s qualifications as a tax exempt organization under 26 U.S.C. section 501(c)(3) or under the corresponding provisions of any future United States Internal Revenue law. The corporation shall never be authorized to engage in any regular business of any kind ordinarily carried on for profit or any other activity except in furtherance of the purposes stated above for which the corporation is organized. The corporation shall never engage in propaganda or participate in any political campaign on the behalf of any candidate for office, nor shall any part of its property or any part of the income therefrom be devoted to such purpose.

Section 5:The Corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the corporation and no part of its net earning shall inure to the benefit of, or be distributed to, any member, officer, or other private person except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the corporation’s purposes. Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation whose contributions are deductible under 26 U.S.C. section 170(c)(2) of the Internal Revenue Code or corresponding provisions of any future United States Internal Revenue law.

Section 6:In the event of the dissolution of this corporation and to the extent allowed under applicable law, after paying or making provisions for the payment of liabilities of the corporation, the assets shall be distributed to another Homeless Coalition or parent organization operating for the same purposes for which this corporation is organized and operated which shall be selected by the officers of the corporation. Provided, however, any such recipient organization shall at the time qualify as exempt from taxation under the provisions of 26 U.S.C. section 501(c)(3) of the Internal Revenue Code and shall be described in 26 U.S.C. section 170 (c)(2) of the Internal Revenue Code or the corresponding provisions of any subsequent law. If for any reason upon the dissolution of the corporation the officers of the corporation fail to act in the manner provided herein within a reasonable time, the Chief Judge of the Superior Court of Lowndes County, Georgia shall make such distribution as herein provided upon the application of one or more persons having a real interest in the corporation or its assets.

Section 7:The Coalition shall engage in activities that benefit the financial stability of the Coalition in order to support the mission of the Coalition and its members.

Section 8:The Coalition shall support services provided by agency members.

ARTICLE IV
ORGANIZATIONAL STRUCTURE

Section 1:The Coalition shall consist of the following bodies:

1. General Membership
2. Board of Directors
3. Standing Committees
4. Ad hoc committees

Section 2: Membership of the Coalition shall be comprised from the following two categories:

Organizational Members:

1. Organizations that provide direct services to homeless individuals and/or those at risk of becoming homeless.
2. Agencies who do not provide direct services to homeless individuals and/or those at risk of becoming homeless but are interested in the causes and problems of homeless individuals.

Individual Members: Individuals who do not belong to a member agency but wish to support the purpose, goals and activities of the Coalition.

Section 2:Members must fill out a membership application and must be approved by the general membership.

Section 3:Members must fill out a membership application and must be approved by the general membership.

Section 4:Any Coalition member may resign by giving written notice within a reasonable amount of time to the Chair of the Coalition.

Section 5:Any organizational/agency or individual member may be removed from the Coalition for good cause by a vote of two thirds of the Board of Directors of the corporation during a meeting at which there is a quorum present. Good cause shall include, but is not limited to, willful misconduct, malfeasance, and unexcused absences from three consecutive meetings of the Coalition. Unexcused absence is defined by no notification of absence to the Secretary or Executive Director for a regular monthly meeting or a special meeting or six (6) excused absences within a twelve (12) month period. Organizations and individuals removed from the Coalition shall be notified in writing of the membership’s action. Anyone wishing to reapply will be subject to the rules of Article IV, Section 3.

Section 6:The Board of Directors shall be comprised of no more than twenty (20) members from the general membership. Of this total, at least twelve (12) will be organizational members; at least six (6) will be individual members as defined in Article III Section 2 of these bylaws. A least two (2) board members will be individuals currently or formerly of the homeless community.

Section 7:Board members elected at the annual meeting shall take their seat on the Board of Directors at the January monthly meeting each year. Board members shall serve two-year staggered terms. Board members may serve up to three consecutive terms for a total of six (6) years. At the end of three terms, Board members are ineligible for Board membership for one (1) year. At the first Board meeting operating under these bylaws, one half of the Board of Directors will be elected to a one-year term and one half elected to a two-year term.

Section 8:Board member resignations shall be submitted to the Board of Directors at the next regularly scheduled meeting of the Board of Directors or at a special meeting. The resignation(s) are shared with the general membership at the next regularly scheduled general membership meeting following submission of the resignation(s). At the next regularly scheduled general membership meeting after the general membership is informed of the resignation(s) nominations by the nominating committee and from the floor will be made. Voting shall be conducted in the following manner:

1. All voting at the general membership meeting shall be by secret ballot.
2. Votes by proxy must be filed personally to any officer no less than three (3) days prior to the general membership meeting. The Secretary must verify all proxy votes prior to the general membership meeting.
3. The Board vacancy(s) are filled by the individual(s) receiving the most votes cast.

Section 9:Every Board member must complete a Board member information form declaring any conflicts of interest through written disclosure before election to the Board of Directors and annually thereafter. In addition, before a vote, Board members must make the required disclosure stating the existence and nature any conflict of interest. Failure to fully disclose a conflict of interest may result in removal from the Board of Directors.

Section 10:

Responsibilities of the general membership include:

1. Approval of the minutes of meetings of the general membership
2. Approval of new applicants as general members
3. Voting in general elections at the annual meeting to be held on the first Monday in December

ARTICLE V
MEETINGS AND PROCEDURES

Section 1:There shall be monthly meetings of the membership. These meetings shall be held on the first Monday of each month at 12:00 p.m. unless there is a conflict with a major holiday in which case the meeting will be held on the second Monday of the month at 12:00 p.m. Written notice stating the date and place of the meetings shall be mailed, e-mailed or faxed to each member not less than five (5) days prior to the meeting.

Section 2:The Board of Directors shall meet one hour prior to the general membership meeting each month. Forty percent (40%) of the Board of Directors shall constitute a quorum at monthly or special meetings.

Section 3:Special meetings of the membership and/or the Board of Directors may be called by the Chair or any other Officer of the Coalition or by petition of twenty percent (20%) of the members to any one of the Officers of the Coalition.

Section 4:Forty percent (40%) of the Coalition membership shall constitute a quorum at monthly or special meetings and become the voting membership for such meetings. For annual meetings, a quorum is defined as the number present at the time, as they constitute the membership at that time. The Secretary shall certify that a quorum is present prior to any votes. All votes must pass by a majority of those members present wherein there is a quorum.

Section 5:Organizational/agency members may have more than one individual from their organization attend monthly, special and annual meetings. When votes are cast, the organization is entitled to one vote regardless of how many members of the particular organization attend the Coalition meeting.

Section 6:The membership year shall be from January 1 through December 31.

ARTICLE VI
Board of Directors

Section 1:The Board of Directors is responsible for the overall policy and direction of the Coalition. The Board of Directors shall have full authority and responsibility to:

1. Establish policy
2. Employ, terminate and evaluate the Executive Director
3. Secure adequate funding for the Coalition
4. Monitor finances
5. Create and update tactical and strategic plans for the Coalition
6. Select and support the Executive Committee
7. Adopt key operating policies and procedures

Section 2:The Board of Directors delegates responsibility for the day-to-day operations to the Coalition’s Executive Director and the standing General Operations Committee, which assists the Executive Director in oversight of the day-to-day operations.

Section 3:Election of Board members shall be conducted in the following manner:

1. All voting at the annual meeting shall be by secret ballot.
2. Votes by proxy must be filed personally to any officer no less than three (3) days prior to the annual meeting. The Secretary must verify all proxy votes prior to the annual meeting.
3. The Directors are elected by a plurality of the votes cast.
4. Voting for the organizational members will be conducted first. After completion of the voting for organizational members, the Secretary will determine who is eligible for election to the Board as individual members.
5. After voting is completed for individual members voting for seats on the Board by homeless individuals is conducted.

Section 4:Each member of the Board of Directors are mandated to attend annual Board development training.

ARTICLE VII
OFFICERS

Section 1:The Officers of the Board shall be President, Vice-President, Treasurer, Secretary and Parliamentarian. The Officers shall comprise the Executive Board.

Section 2:Any member of the Board of Directors is eligible to serve as an Officer of the Board of Directors

Section 3:Officers shall be elected by a majority vote of the Board and shall serve annually and are eligible to serve up to four (4) consecutive one-year terms. The Officers acting under the previous bylaws will remain as a Transitional Executive Committee no longer than ninety (90) days, after the adoption of these bylaws. At the first Board meeting operating under these bylaws, all Officers will be elected to serve until the first annual Board meeting.

Section 4:Any Officer may be removed with cause by the majority of the Board of Directors. Reasons for removal include but are not limited to

1. Misconduct
2. Inability to perform the required duties, i.e. illness, death
3. Unauthorized absence(s) (defined in Article IV Section V)
4. Insubordination
5. Violation of law, illegal activity
6. Activity prohibited by rules or regulation
7. Under influence of alcohol or non-prescription drugs at a meeting or activities of the Coalition

Section 5:Any Officer may resign at any time by giving written notice to the Board. Notice should be forwarded to the President or Secretary. Any such resignations shall take effect upon acceptance by the Board of Directors at a regularly scheduled or called meeting. The Board of Directors is authorized to elect from the current Board of Directors a Board member to fill the vacant office for the remainder of the term at a regularly scheduled meeting of the Board or a special meeting.

Section 6:The Chair shall preside at all meetings of the Board of Directors, Coalition membership and the Executive Committee. The Chair may sign, along with the Treasurer or any other designated individual authorized by the Executive Committee, any contract, check, agreement, application, or other instrument, which the Executive Committee has authorized. The Chair shall, in general, perform all duties incident to the office of Chair and such other duties as assigned by the Executive Committee.

Section 7:The Vice-Chair shall be Chairperson of the General Operations Committee and perform all duties of the Chair in the absence of that officer. He or she may perform such other duties as assigned by the Chair and the Board of Directors.

Section 8:The Treasurer shall be the Chairperson of the Finance Committee and shall maintain appropriate financial records of the corporation and shall be responsible for the management of the corporation’s finances in accordance with the directions and policies of the Board of Directors, general accounting principles and requirements of funding sources. The Treasurer shall oversee and assure that financial statements are prepared and provided for review by the Board of Directors. In addition, the Treasurer may perform such other duties as assigned by the President and Board of Directors.

Section 9:The Secretary shall be the Chairperson of the Membership Committee and insure that all notices are duly given in accordance with the provisions of these bylaws and as required by law, and keep a register of the mailing addresses of all of the Coalition membership. In addition, the Secretary shall keep minutes of the meetings of both the membership and the Executive Committee and serve as custodian of the records of the corporation. The Secretary may perform such other duties as assigned by the President and Board of Directors.

Section 10:The Parliamentarian shall be Chairperson of the Nominating Committee and oversee the parliamentary procedure during Coalition meetings. The Parliamentarian offers assistance with procedural questions and issues during meetings. The Parliamentarian may perform such other duties as assigned by the President and Board of Directors.

ARTICLE VIII
COMMITTEES

Section 1:The Executive Committee shall be comprised of the Officers of the Corporation and all committee chairpersons and chaired by the Chair. The Executive Committee is responsible for oversight of all standing and ad hoc committees. The Executive Committee is responsible for performance reviews and salary adjustment recommendations of the Executive Director, to be conducted at a minimum of once a year and shall present it to the Board of Directors for Board approval.

Section 2:The General Operations Committee is chaired by the Vice-Chair and staffed by general members and Board members. The General Operations Committee, upon request from the Executive Director, assists the Executive Director with the establishment and review of policies and procedures and oversight of the day-to-day functions of the Coalition.

Section 3:The Finance Committee is chaired by the Treasurer and staffed by general members and Board members. The Finance Committee shall develop the annual budget, report to the Board of Directors on all financial matters and fulfill all financial responsibilities required by grant providers, Internal Revenue Service and all other requirements by federal, state and local agencies and government officials. Additionally, the Finance Committee shall develop and oversee all fund-raising activities of the Coalition. Coordination of fund-raising activities includes adherence to rules and regulations of financial providers, such as the United Way.

Section 4:The Nominating Committee is chaired by the Parliamentarian and staffed by general members and Board members. The Nominating Committee shall identify skills needed by Board members, provide continuing education programs for Board members, coordinate elections of Board members and solicit nominees for Board positions.

Section 5:The Membership Committee is chaired by the Secretary and staffed by general members and Board members. The Membership Committee recruits and orients new members of the Coalition and provides continuing education programs for members. The Membership Committee recommends new members to the general membership

Section 6:The Special Events Committee is chaired by a Board member appointed by the Board of Directors and staffed by general members and Board members. The Special Events Committee plans and coordinates all major events conducted by the Coalition in communities.

Section 7:The Government Affairs Committee is chaired by a Board member appointed by the Board of Directors and staffed by general members and Board members. The Government Affairs Committee stays apprised of local, state and federal legislative issues. The Government Affairs Committee develops and implements strategies within the parameters of lobbying restrictions as determined by the Internal Revenue Service for 501(c)(3) organizations.

Section 8:The Communications Committee is chaired by a Board member appointed by the Board of Directors and staffed by general members and Board members. The Communications Committee represents the organization to communities and enhances the organization’s image. This representation includes, but is not limited to, communications with the press.

Section 9:The Member Program Committee is chaired by a Board member appointed by the Board of Directors and staffed by general members and Board members. The Member Program Committee supports Coalition members and the Board of Directors with technical assistance.

Section 10:Ad hoc committees are created as deemed necessary by the Board of Directors for a length to be determined by the Board. The Board of Directors shall appoint all ad hoc committee chairpersons from the existing Board and assign the duties of ad hoc committees.

ARTICLE IX
AMENDMENTS

Section 1:The by-laws may be amended by a two-thirds vote of the voting members. The proposed amendment must be distributed to the membership not less that seven (7) calendar days prior to the meeting.

ARTICLE X
MISCELLANEOUS

Section 1:The South Georgia Coalition to End Homelessness shall comply with all provisions of the Georgia Open Records and Meetings legislation.

ARTICLE XI
STAFF OF THE ORGANIZATION

Section 1:The organization shall be staffed as available funding permits for the efficient management of the Coalition.

Section 2:The Executive Director shall serve under the general direction of the Board of Directors. The Executive Director shall attend all Board of Directors meetings as an Ex-Officio member.

Section 3:The Executive Director shall have responsibility for the management of the day-to-day operations of the organization.

Section 4:Any staff person(s), other than the Executive Director, shall serve under the general supervision of the Executive Director.

ARTICLE XII
DISSOLUTION OF THE CORPORATION

Section 1:Dissolution of the corporation shall be in accordance with the Articles of Incorporation and any applicable state or federal laws or regulations governing non-profit organizations.