Bylaws of The Surviving Spirit
EIN 27-0529162
Article 1—Name and Purpose
Section 1: The name of the nonprofit corporation shall be The Surviving Spirit, registered in the State of New Hampshire.
Section 2: The Surviving Spirit shall offer hope, healing and help to those affected by the concerns of trauma, abuse and/or mental health issues by providing a forum for these individuals to utilize the creative and physical arts to foster self-understanding and education. We will also address, educate, advocate, and help create awareness of the severe impact trauma, abuse and mental health issues can have on individuals. We will draw special attention to the areas of child abuse in all of its forms. We will also address the impact these same issues have upon society. We will actively work to end the silence, shame and stigma associated with trauma, abuse and mental illness. We will actively network and collaborate with other like-minded organizations and individuals who are also addressing these issues with a spirit of compassion and help.
Article II—Membership
Section 1: The Surviving Spirit will have no membership requirements. Participation in workshops and events will be open to all persons and families who have suffered a trauma, abusive situation, or who have any other type of mental health concern. Participation will also be open to anyone who wants to be educated about these concerns. Workshops and events will include but are not limited to musical performances and instruction, creating artwork, participating in writing workshops or listening to writers, speaking or listening to speakers, and learning about holistic healing arts.
Section 2: The Surviving Spirit intends to offer fair market compensation for any goods and services provided. The organization intends to function from a spirit of inclusiveness rather than tokenism. Tokenism is just one more way of diminishing those dealing with trauma and illness. The organization believes that recognizing creative endeavors fosters self-esteem. The utilization of volunteers and interns would be an exception to receiving such fair market compensation though it is intended that individuals would enter into such volunteer or intern work willingly and with full understanding that they are vital to the mission of The Surviving Spirit.
Section 3: The Surviving Spirit intends to exhibit and sell works of art, performances of music, both live and recorded, and the written work of trauma and abuse survivors or those recovering from mental health issues. Any artistic work or potential performance art is subject to a two-thirds approval vote of the board members of The Surviving Spirit with the determining factor that the artistic work or performance art has been created by a person recovering from trauma, child abuse, or mental health concerns. The Surviving Sprit also reserves the right to approve for sale, display or performance the quality of the proposed work, again by a two-thirds vote of the board members.
Section 4: Proposed work for display, exhibition and sale may be brought to the board of The Surviving Spirit by presenting the artwork itself, presenting representations of the artwork in photos or by recording, or in writing.
Section 5: The Surviving Spirit shall not discriminate on the basis of race, religion, sex, sexual orientation, identity, age, or ability/disability.
Article III—Board of Directors
Section 1: The board of directors shall have the general powers to operate and mange the affairs of The Surviving Spirit. The four named officers on the board shall be President, Vice President, Secretary, and Treasurer.
Section 2: Officers on the board of The Surviving Spirit shall be elected to two-year terms with the option for a second two-year term.
Section 3: The board of directors of The Surviving Spirit shall remain open to new nominations for board members. The nominee shall attend one meeting and make a presentation as to intention and contribution. The existing board members will then vote by email or telephone and the President shall inform the nominee of his or her acceptance or rejection prior to the next scheduled meeting. A two-thirds “yes” vote is necessary for the nominee to become a board member.
Section 4: The Surviving Spirit shall hold monthly board meetings. Board members are expected to attend 10 of the 12 monthly meetings within a calendar year. If a board member is unable to attend a meeting, he or she should contact the President or the Secretary ASAP. Exceptions can be made for special circumstances such as illness, travel or bereavement. If a board member misses three consecutive monthly meetings with no communication or excuse, he or she will be terminated from the board.
Section 5: There will be no financial compensation for attending board meetings.
Section 6: Special guests with business directly affecting or of interest to The Surviving Spirit may attend board meetings as long as prior notice is given to all board members.
Section 7: The voting quorum on matters affecting The Surviving Spirit shall be a two-thirds vote of those board members in attendance. There shall be no minimum of board members present to obtain a quorum.
Section 8: All board members of The Surviving Spirit agree to carry out the mission of the organization. Duties of the officers are as follows:
- The President shall convene regularly scheduled board meetings and maintain and distribute an agenda for board meetings. The President shall also announce upcoming Board meetings.
- The Vice-President shall convene meetings and provide an agenda in the President’s absence.
- The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings. The Secretary shall also be responsible for maintaining corporate records. Minutes of the meetings shall be sent to all Board members and interested parties in a timely manner via email. Board members and other parties are then responsible for bringing a copy of the minutes to the next meeting, though the Secretary shall always have minutes on hand from all recent meetings.
- The Treasurer shall make a financial report available at each Board meeting and make financial information available to Board members and the public. The Treasurer may issue payment in any amount less than $200. An amount over this figure requires the signature of an additional Board member.
Section 9: Vacancies. When a vacancy on the Board exists and a new Board member is accepted, he or she will begin a new two-year term from the date of his or her first meeting attended.
Section 10: Resignations and Terminations. Resignation from the Board of The Surviving Spirit must be in writing and delivered to the Secretary. A Board member may be removed for reasons which may include but aren’t limited to conduct, lack of adherence to the mission of the organization, or conflict of interest. The Board member under consideration for removal shall be notified in writing by the President with specific reason(s) for removal noted. A Board member may then be removed by a two-thirds vote of the Board members. The Board member under consideration shall not vote in this process and may not be present at the meeting when his or her removal is under consideration. The Board member may ask for reconsideration in writing prior to such a vote and may note any and all special circumstances that are relevant to the vote of the Board.
Section 11: The Surviving Spirit shall form special committees as needed. Each committee shall have a minimum of one Board member serving on it.
Article IV—Director
The Executive Director shall be hired by the Board of the Directors of The Surviving Spirit and will have the day-to-day responsibilities of carrying out the organization’s mission and policies. The Executive Director shall attend all Board meetings, report on the progress of the organization’s mission, answer questions of Board members and carry out the duties described in the job description. The Board can designate other duties as necessary. The Executive Director will have the responsibility of hiring and firing of any other paid staff and also coordinating volunteer and intern staff.
Article V—Amendments
These Bylaws may be amended when necessary by a two-thirds vote of the Board of Directors. Proposed amendments may be submitted to the Secretary to be placed on the next meeting agenda.
Article VI—Conflict of Interest
Any possible conflict of interest on the part of any member of the Board, Director or employee of The Surviving Spirit, shall be disclosed in writing to the Board and made a matter of record both annually and whenever a specific issue comes before the Board. Where the transaction involving a Board member, Director or employee exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of disinterested Board members is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, a two-thirds vote of disinterested Board members and a letter from the party in question with full explanation of the transaction shall be required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board of The Surviving Spirit will be advised of this policy before entering into any duties with the Board and will sign a statement that he or she acknowledges, understands, and agrees to this policy. The Board shall comply with all the requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.
Article VII—Dissolution
Upon dissolution, after provision is made for the payment of any debts to the organization, all property of The Surviving Spirit will be distributed to a like or successor organization duly qualified as a non-profit organization as may be determined by the Board of Directors of The Surviving Spirit.