BYLAWS
P.E.A.C.E.
(Putting an End to Abuse through Community Efforts)
Initiative
ARTICLE ONE -Name and Purpose
Section 1.1 The name of the organization shall be P.E.A.C.E. (Putting an End to Abuse through Community Efforts) Initiative. It shall be a non-profit organization chartered under the laws of the state of Texas and of the United States. It shall be known as and referred to herein as the P.E.A.C.E. Initiative.
Section 1.2 The mission of the P.E.A.C.E. Initiative is to educate the community about the extent, and often deadly consequences, of domestic violence and to respond effectively through collaborative partnerships.
Section 1.3 The corporation is organized for education and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code. The corporation will engage in and support programmatic and collaborative efforts in response to the varied issues related to domestic violence.
ARTICLE TWO - Membership
Section 2.1 All organizations and individuals belonging to the P.E.A.C.E Initiative and that are in “good standing” with the payment of the required annual fee shall be considered members of the organization. New members may join the P.E.A.C.E. Initiative by remission of the appropriate annual fee and upon approval by the board of directors. The board shall set different fee scales for the two types of memberships: individual memberships and organizational memberships. All members shall receive notices of meetings, minutes of meetings, reports and alerts. Each member shall be entitled to cast one vote, on any issue requiring a vote of the membership, at the annual meeting and are eligible to stand for election to the board. Organizational members shall be listed in the letterhead and on informational brochures and other material.
Section 2.2 Organizations shall appoint at least one individual from their organization as a representative to P.E.A.C.E. Initiative meetings.
Section 2.3 An open meeting of the general public and members shall meet on a monthly basis to carry out the planning and implementation of P.E.A.C.E. Initiative projects and other events arising from the board's general direction. Approval to cancel a monthly meeting shall be ratified by the board of directors.
An annual meeting of the membership will be held to issue reports, ratify the organization’s direction and elect board members.
The board of directors shall meet on a quarterly basis.
A monthly meeting, quarterly board meeting and the annual meeting may coincide, as needed, at the same date and time for the convenience of the membership and board of directors.
Section 2.4 The members shall enjoy other privileges of membership adopted by the board.
ARTICLE THREE - Board of Directors
Section 3.1 General Powers. The Board of Directors is the policy-making body of the corporation and may exercise all the powers and authority granted to the corporation by law.
Section 3.2 Number, Term and Qualifications. The board shall be comprised of nine voting members in good standing and the executive director who shall be an ex-officio member. Four board members shall be elected on even number of years and the remaining five members will stand for election on odd numbered years. Board members will serve a two-year term and shall be eligible for reelection. Board members will attend no less than 3 of the 4 quarterly board meetings and at least 4 of the general membership monthly meetings per year.
Board members who fail to meet these attendance requirements or that miss two consecutive board meetings may be considered for termination by a two-thirds majority vote of the remaining board members.
Section 3.3 Quorum: Attendance by a majority of the Board at a regular or special meeting shall constitute a quorum.
Section 3.4 Election of Directors. Members of the Board will stand for election as prescribed in these bylaws at the annual meeting. The nominating committee appointed by the board will canvass the membership and provide a list of nominees to the membership. Nominations may also be taken from the floor. The membership by a majority vote will elect the appropriate number of directors for the year.
Section 3.5 Removal of Board Members. The executive director may be removed, with cause by a majority of the board of directors whenever in the judgment of the directors, the best interest of the organization would be served thereby. An elected board member may be removed for cause by a two- thirds majority vote of the board of directors.
Section 3.7 Officers and Duties. The officers of the board shall be: president, vice- president, secretary and treasurer. The board of directors, following the close of each annual meeting, shall elect, or re-elect, officers from within the newly constituted board of directors. The executive director shall be appointed by the board and shall hold office at its pleasure.
a. The President shall preside at all regular meetings, special meetings and all meetings of the Board. The president shall appoint all committee chairs and shall be an ex-officio member of all committees and shall perform such other duties as are assigned by the board.
b. The Vice President shall have such powers and shall perform such duties as may be assigned by the president or by the board. In the absence of the president the vice- president will assume all duties and preside over all meetings and fulfill such other responsibilities of the president as required.
c. The Secretary shall be responsible for seeing that adequate and timely notice is provided for all regular, special and board meetings and shall see that minutes of all meetings are kept. The secretary shall be responsible for custody of all books, records and files belonging to the corporation and shall maintain such at the corporation's business address. The secretary shall perform duties usually incident to the office of secretary and shall exercise such other powers and perform such other duties as may be assigned by the president or the board.
d. The Treasurer shall be responsible for monitoring the control, receipt, and custody of all assets of the corporation: monitoring disbursements as authorized by the board: and reporting the receipt, use and disbursements of all the corporation's assets. The treasurer shall exercise the powers and perform such other duties incident to the office of treasurer, and shall exercise such powers and perform such duties as may be assigned by the president or the board. The treasurer shall be an ex-officio member of the finance committee if one is established.
e. The executive director shall be the chief executive officer of the corporation: shall be responsible for providing reports, advice and assistance to the board, the president and other officers and the committees. The executive director shall be responsible for administering the total operations of the corporation. The executive director shall have such powers and perform such duties as may be provided by the board through the president.
Section 3.8 Compensation. The Board receives no compensation other than reimbursement for reasonable and necessary board related expenses.
Section 3.9 Liability. The directors and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE FOUR - Fiscal responsibilities of the board
Section 4.1 Fiscal Year. The fiscal year of the corporation shall be established by the board of directors.
Section 4.2 Contributions. Any contributions, bequests, and gifts made to the corporation shall be accepted or collected as authorized by resolution of the board. Guidelines for accepting contributions must be established by the board.
Section 4.3 Depositories. All funds shall be deposited in such banks or other financial institutions as shall be designated by the board.
Section 4.4 Approved signatures. The board shall designate by resolution those persons (or positions) authorized to execute contracts, and draft checks and order payment, receipt or deposit money on behalf of the corporation. The board shall also designate by resolution those persons (or positions) authorized to buy and sell and pledge securities of the corporation.
Section 4.5 Bonding. The board shall have the authority to provide by resolution for the bonding, on such terms as the board shall deem appropriate, of all persons having access to or major responsibility for, the handling of monies and securities of the corporation.
Section 4.6 Budget. The annual budget of estimated income and expenditures shall be approved by the board. No cumulative expense shall be incurred in excess of the total budgetary appropriations without prior approval of the board. The board reserves the right to amend the budget at anytime in the fiscal year as needed upon majority vote.
Section 4.7 Audits and Financial Reports. A certified public accountant or other independent public accountant may be retained by the board to make an annual examination of the financial accounts of the corporation as appropriate and required by the organization’s funding sources. A financial report (with any other examinations) shall be submitted to the board and made available at the corporate headquarters for viewing by the membership.
Section 4.8 Conflict of Interest. Any member of the board, acting in an official capacity shall refrain from participating in any situation where the decision is likely to bring personal gain.
ARTICLE FIVE - General Provisions
Section 5.1 Seal. The Seal of the Corporation shall be in such form as the Board may determine. Except as otherwise required by statute, the affixation of the Seal shall not be necessary to the valid execution assignment, or endorsement by the Corporation of any instrument in writing.
Section 5.2 Indemnification: The Directors and Officers of the P.E.A.C.E. Initiative shall be indemnified by the organization to the fullest extent permissible under the laws of the state of Texas and the availability of funds present with the organization.
Section 5.3 Amendments. These bylaws may be altered, amended, or repealed in whole or in part, by majority vote of the Board of Directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, and provided that the membership ratifies the change by majority vote at the annual meeting.
Section 5.5 Dissolution. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) 3 of the Internal Revenue Code, or the corresponding section of any future federal code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.
P.E.A.C.E. Initiative
Board of Directors
2002-2003
President
Ms. Sandra Moore-Pope
Social Worker, Triana & Associates
Vice-President
Ms. Dayla Pepi
Attorney, St. Mary's Center for Legal & Social Justice
Treasurer
Ms. Jane Shafer
F.A.C.T. Program Director, SAPD
Secretary
Dr. Richard Bell
Associate Professor, University of the Incarnate Word
Director
Judge Mary Roman
District Court Judge, Bexar County
Director
Ms. Veronica Davila
Survivor and Advocate
Director
Christine Ortega
Area Marketing Manager, Southwest Airlines
Director
Vacant
P.E.A.C.E. Initiative Website
Battered Womens Shelter
San Antonio Police Department
Texas Council on Family Violence