FRIENDS of HYDER FAMILY HOSPICE HOUSE BYLAWS
Established and Approved May 27, 2014
ARTICLE I – GENERAL
SECTION 1: NAME
This name of the organization shall be “Friends of Hyder Family Hospice House” herein noted as FHFHH.
SECTION 2: MISSION AND VISION
MISSION is to continue and support the valuable care for those with life-limiting illnesses as well as the long-standing vision to have in-patient hospice services available at the Hyder Family Hospice House.
VISION is to assist Hyder Family Hospice House to remain a viable, outstanding facility that offers support and care for the entire family.
SECTION 3: LIMITATIONS OF METHODS
FHFHH shall observe all local, state, and federal laws that apply to non-profit organizations as defined in Section 501(c)(3) of the Internal Revenue Service Code.
ARTICLE II – BOARD OF DIRECTORS
The Board of Directors will serve without pay and consist of nine (9) members. All policies, procedures, programs, fundraising, and events established by FHFHH are the responsibility of the Board of Directors, or those who are appointed by the Board of Directors.
SECTION 1: ELIGIBILITY
Eligibility will be determined based on the goals of the organization and the needs that are developed.
Directors must support the mission and vision of FHFHH and be prepared to fulfill the requirements of the office as described in the “Board Members/Officers Job Descriptions”.
SECTION 2: COMPOSITION AND TERMS OF THE BOARD
The Board of Directors shall be composed of nine (9) members who shall serve for a term of four years. A board member may serve two consecutive four (4) year terms. After that, they must take at least one year off before returning to the board. The term of office shall be considered to begin July 1 and end Jun 30, unless the term is extended until such time as a successor has been elected. Terms will be staggered so that one third of the board is up for re-appointment each year.
Vacancies shall be filled by the Board as soon as reasonably possible.
Board members with two consecutive, unexcused absences will be asked to reassess their ability to commit to the work of the organization.
The resignation of any director shall be effective upon receipt by the Chair of a letter of resignation from such director, or upon the announcement by such director of his/her resignation at any regular board meeting.
SECTION 3: OFFICERS
The officers of the Board of Directors shall consist of a Chair, Vice Chair, Secretary, and Treasurer nominated by the Board. Elected officers will serve a term of one year with a maximum of two consecutive terms.
The duties of the officer positions are as follows:
The Chair shall preside at all Board meetings, appoint committee members, and perform other duties as may be associated with the office.
The Vice-Chair shall assume the duties of the Chair in the Chair’s absence.
The Secretary shall be responsible for recording the minutes of the Board meetings, keeping all approved minutes in a binder, and distributing copies of minutes to all board members within a reasonable time after the meeting.
The Treasurer shall keep a record of the organization’s budget and prepare financial report, as requested.
The Board of Directors may designate additional officer positions and assign duties to other non-officer directors.
SECTION 4: VOTING AND QUORUMS
At any duly-called meeting, a majority of board members will constitute a quorum. Passing of a motion will require a simple majority.
In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
SECTION 5: REMOVAL OF A BOARD MEMBER OR OFFICER
Any Board member or officer whose actions or behavior appear to misrepresent the mission of FHFHH or are deemed questionable shall be brought to the Chair of the Board of Directors. The Chair will meet with the member/officer to discuss the board’s concerns. If the Chair determines a solution has been reached, he/she will issue a warning, making note of the concern. If additional concerns/complaints are brought forth, the Chair will notify the member/officer whose actions are being questioned, then call a meeting of the remaining Board members to discuss further action.
If a board member misses one half of the board meetings in any twelve month period, the board member shall be asked to resign.
ARTICLE III – COMMITTEES
SECTION 1: APPOINTMENTS AND DUTIES
The Board of Directors shall authorize and define the duties of all committees, to include standing and ad hoc committees, as needed.
All committees are required to submit minutes to the secretary. Any committee in need of funds must submit an estimated budget to be approved by the Board of Directors before any expenditures can be made. Final budgets will also be submitted after the wrap-up committee meeting.
Chairs of each committee should be prepared to update the Board of Directors of the committee’s progress as requested by the Board of Directors and present all final documentation to the Board of Directors.
SECTION 2: LIMITATION OF AUTHORITY
The Board of Directors has the ultimate authority over all activities conducted by committees on behalf of FHFHH. No action by any committee member shall be binding upon, or constitute an expression of the policy of FHFHH until it shall have been approved or ratified by the Board of Directors.
Committees shall be afforded the authority to make decisions for their needs, based on the budgeted amount approved by the Board of Directors. Board of Directors cannot override the committee decisions without bringing said issue to the attention of the Chair of that committee and discussing it as a group.
Committees shall be discharged by the Committee Chair when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committee.
ARTICLE IV – MEETINGS
The Board of Directors will hold monthly meetings for the purpose of reviewing goals and efforts being made to support the mission. Time and place to be determined. Agendas for all meetings will be provided at least three (3) business days prior to the meeting.
SECTION 1: SPECIAL MEETINGS
In addition, special meetings may be called by the Chair or by the Board of Directors upon written application of three (3) members of the Board. Notice, to include the purpose of the meeting, shall be given to each Board member at least three (3) business days prior to said meeting.
SECTION 2: CONFERENCE CALLS AND ELECTRONIC MEETINGS
Meetings may be held by conference call provided all members can simultaneously hear one another. Proper notice of all such meetings must be made. Any and all discussions/voting via this method must be recorded.
ARTICLE V – CONFLICT OF INTEREST
Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse themselves and will vacate his/her seat and refrain from discussion and voting on said item.
ARTICLE VI – FINANCES
SECTION 1: FISCAL YEAR
The fiscal year of FHFHH shall begin on January 1st and end on December 31st.
SECTION 2: BUDGET
The Board of Directors shall adopt the budget in October for the coming year.
SECTION 3: ANNUAL REVIEW
The accounts of FHFHH shall be reviewed at each meeting and annually as of the close of business on December 31st. A review of the previous year’s finances will be held by the Board of Directors no later than March 15th of the next year.
SECTION 4: FUNDS THROUGH DONATIONS
All money donated to FHFHH shall be recorded and deposited in the organization’s bank account.
SECTION 5: DISBURSEMENTS
Upon approval of the annual budget, disbursements will be made by those identified as authorized to sign checks, provided the expenditures have been approved by the Board of Directors. Discretionary disbursements up to $250 may be made by the Chair, provided the funds are available within the annual budget approved. Said disbursements will be reported by the treasurer at the next meeting of the Board of Directors.
ARTICLE VII – LIABILITY
FHFHH will indemnify and hold harmless all of its directors and officers, or former directors or officers, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or party, by reason of having been a director or officer of FHFHH, except in relation to matters as to which such director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty, and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
The Board of Directors must be immediately notified of any and all potential issues and be fully informed of all proceedings.
ARTICLE VIII – AMENDMENTS
The Board of Directors are authorized to amend the bylaws at a regularly scheduled board meeting by a two-third vote of Board members present at any meeting, provided a quorum is present and provided a copy of the proposed amendment(s) is given to each Board member at least one week prior to said meeting. All amendments shall be consistent with the Article of Agreements.
The Bylaws should be reviewed at least every three years, or as necessary, so they are updated and current to issues relevant at that time. Approved amendments shall be recorded in the board minutes, added to the copies of the bylaws, and filed with the state when appropriate.
ARTICLE IX – DISSOLUTION
FHFHH shall use its funds only to accomplish the Mission and Vision specified by these By-Laws, and no part of said funds shall inure, or be distributed to Board members. Upon dissolution of the FHFHH, any funds remaining shall be distributed to Hyder Family Hospice House, 285 County Farm Rd, Dover, NH, to be used as deemed appropriate by those responsible for the financial well-being of the House.
ARTICLE X – ENACTMENTS
These Bylaws shall be effective immediately following their adoption by the Board of Directors of FHFHH.