INTERFAITH OF TOPEKA, INC
ARTICLE 1—NAME: The name of the organization shall be INTERFAITH OF TOPEKA, Inc.
ARTICLE 2—PURPOSE AND GOALS:
Purpose: The purpose of INTERFAITH OF TOPEKA shall be to bring people of various faith communities together.
- Promote knowledge, understanding, appreciation, respect, and cooperation for all faiths and beliefs.
- Promote communication and dialogue among various faith communities.
- Articulate the concerns of our various faiths on social issues and promote harmony in the community.
- Provide a forum for communication and dialogue among various faith communities and the public at large.
- Educate and encourage dialogue and interaction in the greater Topeka community by means of workshops, programs, INTERFAITH publications, and service opportunities.
- Reach out to faith communities in the greater Topeka area that are not represented on the Interfaith Board.
State of Kansas: Interfaith is incorporated as a non-profit organization under the laws of the State of Kansas.
Federal: INTERFAITH is recognized as a 501(c)3 organization in accordance with The Internal Revenue codes.
ARTICLE 5—AUTONOMY: INTERFAITH is not a local unit or sub-division of any regional, state, national or international organization with a similar purpose.
INTERFAITH may cooperate with other faith communities, interfaith agencies, and community organizations from time to time on a case-by-case basis. The extent and nature of that cooperation shall be determined by the Board of INTERFAITH.
Not for Profit: No officer, member of the Board of Directors, general member, or other private person shall benefit financially from the income or receipts of INTERFAITH. However, INTERFAITH may pay reasonable compensation or reimbursement for services rendered to further its purpose.
Political Action: Representatives of INTERFAITH may deem it advisable to speak out on an issue affecting the faith community. However, INTERFAITH shall not participate in political campaigns, endorse candidates for political office, or participate in any activity prohibited by 501(c)3 provisions.
- INTERFAITH: shall mean INTERFAITH OF TOPEKA, Inc.
- Faith Community: shall mean faith/belief systems and traditions.
- Membership: shall mean an individual, couple, or organization as set forth in these by-laws who has paid dues.
- Officers: shall mean President, Vice-President, Secretary, Treasurer, and immediate Past-President, when eligible.
- Board of Directors (or Board): shall mean the Officers and Directors of INTERFAITH.
- Ex-officio (“from or by virtue of the office”): shall mean a right or privilege arising from one’s status as President (e.g. a president has ex-officio membership on all committees except the nominating committee).
Eligibility: Membership in INTERFAITH shall be open to all faith communities, individuals, and organizations that affirm its stated purpose and goals and make appropriate financial contributions to its work.
Membership Categories: Membership is available through a variety of options: individual, family, and organizations. The qualifications and conditions for each category shall be determined by the Board.
Membership Benefits: INTERFAITH membership benefits include participation in meetings and events, voting at annual meetings, and receipt of notices and publications as provided by the Board.
Membership Year and Dues: The Membership year shall be January through December.
Membership dues are determined by the Board and may be paid at any time during the year. Board members who are not part of a member faith community shall pay dues for an individual membership.
ARTICLE 9—MEMBERSHIP MEETINGS:
Annual Membership Meeting: INTERFAITH shall hold its annual meeting in January. Exceptions will be at the call of the President.
Notice of Annual Meeting: Notice shall be given to each member at least ten (10) days before the meeting. The method of notice should be through a variety of methods, such as newsletter, mail, voicemail, email, newspaper, website, or other media.
Quorum at Annual Meeting: At least three (3) Officers, one of which shall be the President or Vice- President, and members from a minimum of five (5) faith communities.
Voting: Members who have paid dues in the previous year may vote. Voting may be by voice, hand count, or secret ballot.
Items of Business: The annual meeting will include these items of business:
- Reading and disposition of minutes from the last annual meeting
- Annual reports of Officers and committees
- Current business
- Announcement of membership dues for the new year
- Election and installation of new Officers and Directors
- New President remarks (when applicable).
Parliamentary Authority: Upon question of parliamentary procedure, Robert’s Rules of Order (Revised) shall prevail.
Special Meetings: Special business meetings may be called as the Board shall deem necessary.
Additional business meetings: The membership may call additional business meetings with a written request to the Board signed by at least a third of the membership.
ARTICLE 10—BOARD OF DIRECTORS: The administrative affairs of INTERFAITH shall be vested in the Officers and the Directors.
Officers: The Officers, excluding the Past-President, shall be elected for two-year terms. The President and Vice-President together and the Secretary and Treasurer together shall be elected on alternate years.
Directors: There shall be up to eighteen (18) elected Directors. They will be divided into three classes with staggered terms so that one-third of the Directors will be elected each year at the annual membership meeting.
Composition of the Board: At least nine (9) Directors shall belong to different member faith communities. Up to nine (9) Directors may be elected at-large. Officers may be elected at large. Election occurs at the annual meeting.
Term Limitations: No person shall serve as a member of the Board in any capacity, including Officers, for more than eight (8) consecutive years.
Duties: The Board shall be responsible for:
- Carrying out the purpose of INTERFAITH.
- Budget planning.
- Long-range planning.
- Overseeing standing and special committees.
- Maintaining a liaison with various faith communities that are not represented on the Board.
- Dismissing or seeking the resignation of any officer or Board member not fulfilling his or her duties.
- Personnel management.
- Other oversight and governance duties as determined by the Board.
Committee Participation: Each Board member shall serve on at least one standing committee.
Resignation from the Board: Individual Board members may resign from the Board in writing or verbally to the President. Resignation shall be effective on the date stated; if no date is stated, the resignation shall be effective immediately.
Unexpired terms: Individuals elected at the annual meeting to fill unexpired terms shall serve until the end of the term and will be eligible for re-nomination to the Board.
Vacancy of office of the President: If the office of the President is vacated before the term of office is completed, the Vice-President automatically assumes the Presidency.
Method of filling other vacancies: If for any reason, such as death, resignation, or removal, a vacancy occurs on the Board, the nominating committee shall select a successor. The Board approves the selection, and then the new member is elected at the annual meeting.
Employee(s) of INTERFAITH: The Board may engage the services of employees as deemed necessary or advisable to fulfill the objectives and purpose of INTERFAITH.
Annual financial audit: The financial records of INTERFAITH must be audited once a year by a committee of at least 2 people. The Vice-President shall chair the committee, and at least one other person shall be appointed by the President. The President and the Treasurer cannot serve on the committee. A written report of the audit will be given to the members at the annual meeting. The report must contain a balance sheet and a statement of findings for the fiscal period involved in the audit.
ARTICLE 11—BOARD MEETINGS:
Meetings: The Board shall meet monthly. Exceptions shall be determined by the Board.
Quorum: At least two (2) Officers, one of which shall be the President or Vice-President, and five (5) Directors shall constitute a quorum for the transaction of business.
Presiding Officer: The President or the Vice-President shall preside over the meetings.
Voting: All Officers and other Board members may vote except for the presiding officer, who shall only vote in case of a tie.
Parliamentary Authority: Upon question of parliamentary procedure, Robert’s Rules of Order (Revised) shall prevail.
Notice of Board Meeting: Advance notice of the time and place of a regular Board meeting shall be given at least ten (10) days in advance.
Special Meetings: The President or a simple majority of the Board may call a special meeting of the Board. The time, place, and mode (in person, by telephone, email, Skype, or other means) shall be determined by the President or a majority of the Board. The topic of the meeting shall be limited to the topic called.
ARTICLE 12—OFFICER RESPONSIBILITIES:
President’s Duties: The duties of the President shall include the following:
- Shall preside over meetings of the membership and the Board.
- Shall sign all official documents of INTERFAITH.
- Shall serve as an ex-officio member of all committees, except the nominating committee.
- Shall solicit and appoint committee chairpersons.
- Shall represent INTERFAITH at various functions; and may, as approved by the Board, serve on other community boards as a representative of INTERFAITH.
- Shall, in the case of a tie vote, cast the deciding vote.
- Shall be the official spokesperson for INTERFAITH, or may designate other representatives to speak for the organization as necessary.
- Shall be authorized to sign checks.
Vice-President’s Duties: The duties of the Vice-President shall include the following:
- In the absence of the President, shall assume all duties of the President.
- Shall contact board members who have missed two (2) consecutive meetings without notification.
- Shall act as chairperson of the Audit Committee.
Secretary’s Duties: The duties of the Secretary shall include the following:
- Shall keep minutes and attendance records of all meetings of the Board.
- Shall prepare such reports as required by the Board.
- Shall send out notices to members as requested by the Board or the President.
- Shall make a full report to the membership at the annual meeting of the previous year’s annual meeting.
- Shall act as chairperson of the By-Laws Committee.
Treasurer’s Duties: The duties of the Treasurer shall include the following:
- Shall maintain accurate accounts of all property and capital-producing activities of INTERFAITH.
- Shall maintain financial accounts in the name of INTERFAITH, with the ability to sign checks.
- Shall prepare monthly reports for the Board, and a report for the annual membership meeting following the audit.
- Shall submit annual documents and fees as required by the state and federal governments.
ARTICLE 13—COMMITTEES: To assist the Board in carrying out INTERFAITH’s functions, the following standing and special committees shall be established. All committees shall have at least two (2) Board members and may draw from the larger Interfaith community.
Standing Committees: These committees shall be ongoing throughout the year.
Program: Shall be responsible for planning and conducting educational and faith-sharing programs, workshops, and seminars of INTERFAITH.
Public Relations: Shall be responsible for hospitality concerns, publicity, and publication of newsletters and other materials deemed necessary by the Board.
Nominating: Shall select nominees for Officer and Director positions to be presented to the annual meeting, and also assist in selecting nominees for vacancies that occur during the year.
Historical: Shall keep a record of INTERFAITH’s accomplishments and activities for the year, which shall be shared at the annual meeting and made available at other times when requested. This record may include items such as pictures and news clippings, etc.
Membership: Shall communicate INTERFAITH’s purpose and goals to Topeka’s faith communities to maintain and foster interest and growth in membership.
Audit: Shall arrange for the annual audit of the financial records of INTERFAITH and report the results at the annual meeting, as indicated in Article 9.
Special Committees: These committees shall be formed as needed, are usually short-term, and shall include, but are not limited to, the following:
By-Laws: At the request of the Board, shall conduct a review of the by-laws for clarification and update, prepare amendments to the by-laws upon request of the Board, and make recommendations for changes in the by-laws.
Finance: Shall assist the Treasurer with the financial development of INTERFAITH and monitor its financial activities and material assets.
Legislative: Shall monitor and, if desired, respond to local, state, or national legislation of concern to the INTERFAITH community.
ARTICLE 14—STANDARDS OF CONDUCT: Board members shall possess integrity and dedication, and should strive to maintain these standards of conduct:
- Refrain from engaging in any conduct that offends the dignity or decorum of INTERFAITH and shall be respectful of all individuals, rules, and procedures. Anyone who is disruptive during meetings or events will be asked to leave.
- Advise proper authority of any action which clearly demonstrates fraud, deceit, dishonesty, or misrepresentation.
- Avoid impropriety and the appearance of impropriety.
- Perform all assignments promptly and efficiently.
- Attend regular monthly meetings. If a member is unable to attend, the president shall be notified prior to the meeting.
The Board may take disciplinary action against and/or remove from the Board any officer/director for failure to comply with these standards of conduct, for theft or misappropriation of funds or assets, or for fraud or misrepresentation of INTERFAITH.
ARTICLE 15—INDEMNIFICATION: Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including reasonable attorney’s fees and disbursements, incurred by the Director or Officer in connection with the defense or settlement of such action, suit or proceeding or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for willful negligence in the performance of his or her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer may be entitled apart from this Article. The Corporation may purchase and maintain insurance that protects the Director or Officer from any loss or expense associated with the Director or Officer’s simple negligence or misconduct in performing corporate duties or in his or her position or role as a Director or Officer.
Event Fees: Fees for all INTERFAITH events shall be determined by the Board.
Publication of the By-Laws and Articles of Incorporation: The by-laws and Articles of Incorporation shall be made available upon request after adoption. A copy of the by-laws will be delivered to each Board member and made available to members of INTERFAITH upon request.
Fiscal Year: Shall be the calendar year.
Name: The INTERFAITH name shall be registered with the State of Kansas.
Website: A website for INTERFAITH may be maintained for information and contact purposes.
ARTICLE 17—METHODS OF AMENDING THE BY-LAWS: Amendments or additions to these by-laws, repeal of them, or adoption of new by-laws may be carried out at any annual meeting at which a quorum is present.
- The By-Law Committee or any member who have paid dues may suggest changes in the by-laws to the Board at a regular monthly meeting.
- Upon acceptance by the Board, proposed changes to the by-laws will be presented to the membership in writing 15 days prior to the annual meeting.
- An affirmative vote of two-thirds (2/3) (super majority) of members who have paid dues who are present at the annual meeting is required for adoption.
Temporary Amendments: Amendments or additions may be approved as temporary changes outside of the annual meeting if an affirmative vote of two-thirds (2/3) (super majority) of Board members present has been reached during a regular business meeting. Final approval will be made by the membership at the next annual meeting as stated above.
By-laws Committee Members: Ellen Caster, Chairperson, Carol Christensen, V. Gordon Glenn, lll, Jim Mosher
On January 26, 2016, the by-laws were amended by the vote of members at the Interfaith Annual Meeting.
The monthly Board meeting of INTERFAITH is usually preceded by a time of faith sharing. The business meeting follows the faith sharing. The meeting procedures listed here are intended as guidelines for conducting the meeting.
Items for Order of Business: A meeting agenda is an effective and orderly procedure for group action, which allows for full consideration of any matter of common interest, with a minimum waste of time. The order of business should have the following:
- Welcome and introductions
- Review and approval of the minutes of the previous meeting
- Receive the Treasurer’s report (to be accepted after audit)
- Reports of committees
- Unfinished business
- New business
Minutes of Previous Meeting: The minutes are the permanent business record of INTERFAITH and should include the following:
- Name of the organization
- Kind of meeting (regular, special, or annual)
- Place, date, and time of meeting
- Presiding officer
- Members and guests present
- Approval of the minutes of the previous meeting as presented or corrected
- Treasurer’s report
- Reports of committees
- List motions, name of person making motion, person seconding, and whether passed or failed
- Important points discussed for future reference
- Persons appointed to committees and assignments
- Signature of secretary