HomeMy WebLinkAboutContract 30368 CITY SECRETAR
CC.1•:1 F1ACT NO.
STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS:
COUNTIES OF TARRANT §
AND DENTON
CONTRACT FOR THE DEVELOPMENT OF IN HOME RESPITE SERVICES
This Contract is made by the City of Fort Worth, Texas, a municipal corporation
situated in Tarrant and Denton Counties, Texas, acting as administrator for the Child
Mental Health Initiative Co-operative (CMHI) Agreement for the Mental Health
Connection of Tarrant County (MHC), hereinafter called "City", by and through its duly
authorized Assistant City Manager, Libby Watson and All Church Home for Children
doing business in Texas, by and through
N14"Ce Cc�c be its duly authorized President/Vice
President, hereinafter called "Consultant".
1. Scope of Services.
In accordance with the highest professional standards, Consultant agrees to provide
the services necessary to develop a home respite service. The specifics of such
consultation services are listed in Attachment 1—"Proposal to Develop In Home Respite
Services", attached hereafter and incorporated into this Contract hereby. Consultant shall
follow any and all standards as deemed necessary by the U.S. Department of Health and
Human Services for the CMHI Agreement and as described in the Grant (the Grant) to
fund the CMHI Agreement.
2. Compensation:
a. The amount to be paid to consultant for all services performed hereunder shall
not-exceed $9, 726 per year,hereinafter "Consultant's Fee", which lude any and i
CRP05.28.04 1 ,
Mental Health Contract
all expenses incurred by Consultant. Consultant shall submit a quarterly bill ten (10) days
after each quarter to the City detailing Consultant's time and expenses for payment.
b. It is understood that this Contract contemplates the provision of full and
complete consulting services for this project as described in the Grant from the U.S.
Department of Health and Human Services for this Child Mental Health Initiative Co-
operative Agreement including any and all necessary changes or contingencies to
complete the work as outlined in Section 1, "Scope of Services", for the fee described in
Section 2.a.
C. Consultant agrees that it will not seek additional compensation from the City
beyond that which was explicitly approved for by this contract and received for by the
Grant.
3. Term.
The term of this Contract shall commence upon date of fiill execution by City and
Consultant and shall terminate on September 29, 2004, unless terminated earlier as
provided herein. City shall have the option of four (4) one year renewals upon thirty (30)
days written notice prior to the expiration of this agreement to the Consultant.
4. Termination.
a. City may terminate this Contract at any time for any cause by notice in writing
to Consultant. Upon the receipt of such notice, Consultant shall immediately discontinue
all services and work and the placing of all orders or the entering into contracts for all
supplies, assistance, facilities and materials in connection with the performance of this
Contract and shall proceed to cancel promptly all existing contracts insofar as they are
chargeable to this Contract. If the City terminates this Contract under this Section 4.a.,
the City shall pay Contractor for services actually performed in accordance herewith prior
C>uP05.28.04 2
Mental Health Conti-act
to such termination, less such payments as have been previously made, in accordance
with a final statement submitted by Consultant documenting the performance of such
work.
b. In the event no funds or insufficient funds are appropriated by City or by the
U.S. Department of Health and Human Services in any fiscal period for any payments
due hereunder, City will notify Consultant of such occurrence and this Contract shall
terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds shall have been appropriated. City has
informed Consultant that, concurrently with approval of this Contract, City intends to
appropriate 100% of the funds specified in this Contract, so that all funds will be
budgeted and appropriated prior to the commencement date of this Contract.
C. Upon termination of this Contract for any reason, Consultant shall provide the
City with copies of all completed or partially completed documents prepared under this
Contract.
5. Indemnification.
CONSULTANT SHALL INDEMNIFY AND HOLD THE CITY AND ITS
OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS,
DAMAGE, LIABILITY OR EXPENSE FOR DAMAGE TO PROPERTY AND
PERSONAL INJURIES, INCLUDING DEATH, TO ANY PERSON, INCLUDING
BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF
CONSULTANT OR SUBCONTRACTORS, WHICH MAY ARISE OUT OF ANY
ACT, ERROR OR OMISSION IN THE PERFORMANCE OF CONSULTANT'S
PROFESSIONAL SERVICES. CONSULTANT SHALL DEFEND AT ITS OWN
EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST THE
CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, OR ANY OF THEM,
RESULTING FROM SUCH ACT, ERROR OR OMISSION; AND SHALL PAY
ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE
INCURRED BY OR RENDERED AGAINST THEM OR ANY OF THEM IN
CONNECTION THEREWITH RESULTING FROM SUCH ACT, ERROR OR
OMISSION.
6. Insurance.
CR.P05.2&04 3
Mental Health Contract
a. Consultants shall not commence work under this Contract until it has obtained all
insurance required under this section and until such insurance has been approved
by the City, nor
shall Consultant allow any subcontractor to commence work on its subcontract
until all similar insurance of the subcontractor has been so obtained and approval
given by the City.
b. Professional Liability limits should be consistent with other requirements. The
recommended minimum should be no less than:
$1,000,000 per occurrence
$2,000,000 aggregate
C. Automobile Liability Insurance- Consultant shall take out and maintain during
the life of this Contract such Automobile Liability Insurance to include One
Millions Dollars ($1,000,000) each accident on a combined single limit, or Two
Hundred Fifty Thousand Dollars ($250,000) property damage and Five Hundred
Thousand Dollars ($500,000) bodily injury per person, per occurrence, whether
vehicle is owned, leased, or hired.
Policies are to be written on an occurrence basis or if coverage is written on a
claims-made basis, the retroactive date shall be coincident with or prior to the date of
the contractual agreement. The certificate of insurance shall state that the coverage is
claims-made and include the retroactive date. The insurance shall be maintained for
the duration of the contractual agreement and for five (5) years following completion
of the service provided under the contractual agreement or for the warranty period,
whichever is longer.
An annual certificate of insurance submitted to the City shall evidence coverage.
CRP05.28.04 4
Mental Health Contract
d. General Requirements
i. There shall be a wavier of rights of recovery (subrogation) in favor of the City
of Fort Worth.
ii. The deductible or self-insured retention (SIR) affecting required insurance
coverage shall be acceptable to and approved in writing by the Risk Manager of
the City.
iii. In lieu of traditional insurance, alternative coverage maintained through
insurance pools or risk retention groups, must also have prior written approval
from the City's Risk Manager.
e. The City, at its sole discretion, reserves the right to review the insurance
requirements and to make reasonable adjustments to the requirements when deemed
necessary and prudent by the City based upon changes in statutory law, court decision
or the claims history of the industry as well as of the contracting party to the City.
f. The City shall be entitled, upon request and without expense, to receive
copies of policies and endorsements thereto and may make any reasonable requests
for deletion or revision or modifications of particular policy terms, conditions,
limitations, or exclusions except where policy provisions are established by law or
regulations binding upon either of party or the underwriter on any such policies.
g. Contractor shall furnish the City with a certificate of insurance as proof that it
has obtained for the duration of this Contract the insurance amounts required herein.
Consultant's insurance policy shall provide that the insurer shall give the City thirty
(30) days' prior written notice before altering, modifying or terminating the insurance
coverage.
7. Independent Contractor.
CRP05.28.04 5
Mental Health Contract
Consultant shall perform all work and services hereunder as an independent
contractor and not as an officer, agent or employee of the City. Consultant shall have
exclusive control of, and the exclusive right to control, the details of the work performed
hereunder and all persons performing same and shall be solely responsible for the acts
and omissions of its officers, agents, employees and subcontractors pursuant to the terms
and objectives of the Grant. Nothing herein shall be construed as creating a partnership or
joint venture between the City and the Consultant, its officers, agents, employees and
subcontractors; and the doctrine of respondeat superior shall have no application as
between the City and the Consultant.
8. Disclosure of Conflicts.
Consultant warrants to the City of Fort Worth that it has made full disclosure in
writing of any existing or potential conflicts of interest related to the services to be
performed hereunder. Consultant further warrants that it will make prompt disclosure in
writing of any conflicts of interest which develop subsequent to the signing of this
Contract.
9. MEW to Audit.
Consultant agrees that the City shall, until the expiration of three (3) years after final
payment wider this Contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Contract. Consultant agrees that the City shall have access during normal
working hours to all necessary Consultant facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of
this section. The City shall give Consultant reasonable advance notice of intended audits.
C RPO5.28.04 6
Mental Health Contract
Consultant further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration
of three (3) years after final payment under the subcontract, have access to and the right
to examine any directly pertinent books, documents, papers and records of such
subcontractor involving transactions to the subcontract, and further that City shall have
access during normal working hours to all subcontractor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph. City shall give subcontractor reasonable advance notice of
intended audits.
10. Prohibition of Assignment.
Neither party hereto shall assign, sublet or transfer its interest herein without the prior
written consent of the other party, and any attempted assignment, sublease or transfer of
all or any part hereof without such prior written consent shall be void.
11. M/WBE Goals; Nondiscrimination.
INTENTIONALLY OMITTED
12. Choice of Law; Venue.
a. This Contract shall be construed in accordance with the internal law of the
State of Texas.
b. Should any action, whether real or asserted, at law or in equity, arise out of the
terms of this contract, venue for said action shall be in Tarrant County, Texas.
CRP05.28.04 7
Mental Health Contract
EXECUTED on this, the �S day of DU� , 2004.
ALL CHURCH HOME CITY OF FORT WORTH
FOR CHILDREN
B � ' by W on
Title G —� Assistant City Manger
Attest:
SyI—Viapjlover, Acting City Secretary
City Secretary
Approved as form and legality
I
Assis t City Attorne
IL O G sof
Contract Authorization
Date
n• Q=
Cdr
CRros.zs.oa 8
Mental Health Health Contract
All Church Home 1424 SummitAvenue
761 Our Mission:
Fort Worth,Texas 76102 The All Church Home
For Children Phone 817.3 3 5.4041 For Children partners with
Fax 817.335.4043 youth and families to assist
SINCE 1 9 t 5 their transition through crisis
Accredited by the Council on Accreditation www.allchurchhome.org to an optimal level of living.
Proposal to Develop In Home Respite Services
` Program-Description
ACH will screen,train, and supervise a pool of qualified individuals to provide respite care in the
home of families needing assistance. These individuals will be trained to work with children with
challenging behavior problems and services will be designed to be available within 5 working days of
a request, once an initial family assessment is completed.
Program Goals
➢ To provide temporary supervision for children with mental health issues in their own home.
Program Cost
Respite services will cost$16/hr for up to two children and $6/hr per additional child, with a maximum
of 4 children per respite provider.
Eligible population
➢ Age 0-17
➢ Living in Tarrant County
➢ Child and provider are able to be safely maintained within the home
➢ Permission and cooperation of legal guardian is required
Respite Worker Qualifications
All workers will be professionally screened,trained and supervised by the All Church Home.
Screening:
Interviews with two different ACH professional staff
Three reference checks
Criminal history screening(conducted during initial screening and bi-annually)
Child abuse registry screening
Random drug testing
TB testing during screening
Training:
40 hours of training before a respite assignment
CPR
First Aid
Love and Logic parenting skills
Satori Alternatives for Managing Aggression(SAMA)
De-escalating aggressive behaviors
Recognizing and expanding children's strengths
Child abuse risk management practices
Supervision
Conducted by a Masters level supervisor
Annual performance evaluations of program staff
Parent feedback after each visit
Verbal follow-up with parents.
Attachment 1 —"Proposal to Develop In Home Respite Services"
f Program Deliverables
➢ The in-home respite program will be prepared to serve children with a qualified pool of at least
10 respite providers 30 days after this agreement is finalized between ACH and the City of Fort
Worth Health Department.
➢ Requests for respite will be closely tracked to assess the demand for respite in Tarrant County.
This information will be provided by ACH to the Community Solutions Project Director on an
annual basis. The data will be used to assess community need and to guide decisions for future
program development.
➢ Utilization reports for respite used will be kept by ACH and provided to the Community
Solutions Project Director on a quarterly basis.
➢ The program will achieve the outcomes identified in the"Program Outcomes" section of this
proposal.
➢ The program will work toward long-term sustainability. It is projected that the program can be
self-sustaining when an average of 75 hours per week of respite are provided.
Attachment 1—"Proposal to Develop In Home Respite Services"
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Attachment 1 —"Proposal to Develop In Home Respite Services"
CERTFICATE OF THE SECRETARY
The undersigned, Secretary of All Church Home for Children, Inc, a Texas
non-profit corporation (the "Corporation"), hereby certifies that attached hereto as
Exhibit "A" is a true and cors ct co of the resolutions duly adopted by
unanimous consent dated —C� of all directors of the Board of
Directors of the Corporation and that the same have not been amended, altered
or rescinded and are now in full force and effect-, that the Corporation is duly
authorized and existing under the laws of the State of Texas; that the Corporation
is duly qualified to do business in the State of Texas and is in good standing in
such state; that true and correct copies of the Corporation's Articles of
Incorporation and Bylaws are attached hereto as Exhibit "B" and "C",
respectively, and there is no provision of the Articles of Incorporation or Bylaws
of the Corporation limiting the powers of the Board of Directors to pass or
consent to the resolutions set out in the instrument attached hereto and that said
resolutions are in conformity with the provisions of said Articles of Incorporation
and Bylaws; and that the Secretary is the keeper of the records and minutes of
the proceedings of the Board of Directors of the Corporation.
This is to further certify that the persons named below are the duly elected
and qualified officers of the Corporation, holding the respective offices set forth
opposite their names, that they continue to hold these offices at the present time,
and that the respective signatures set opposite their names are the genuine,
original signatures of each respectively-
Name Title Signature
L�(�r1 � _ President
a-le C— V, Secretary
IN WITNESS WEREOF I have hereunto affixed my name as Secretary,
this 5 day of , 2004.
Secretary
iu -N ) I
\' C
?�IhPSt��P of �IPx�zg
�rrrrinr� of ,'�itntr
-CERTIFICATE OF RESTATED ARTICLES
OF INCORPORATION
OF
ALL—CHURCH HOME FOR CHILDREN
CHARTER NUMBER 00039275
THF UNDERSIGNEU!, AS SLCRET.ARY OF STATE OF THE STATE OF TEXAS ,
HEREBY CERT IFIF_ S THAT THE ATTACHED RESTATED ARTICLES OF INCDRPORATI ON
FOR THE ABOVE NAMED CORPORATION HAVF BEEN RECEIVED IN THIS OFFICE AND
ARE FOUND TO CUNFORM TO LAW.
ACCORDINGLY THE UNDERSIGN[D , AS SECRETARY OF STATE , AND BY VIRTUE
OF THE AUTHORTTY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS
CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION.
DATED SFP . 79 1995
EFFECTIVE SrP . 79 1995
�� arza,Jr., Secretary of State
RESTATED ARTICLES OF INCORPORATION
FILED
In the Office of the
OF Secretary of State of Texas
ALL CHURCH HOME FOR CHILDREN, INC. S'P `o 7 1995
corpora"Ons &'Cffo )
All Church Home for Children, Inc. (referred to herein as the "Corporation"), a Texas non-
profit corporation, subject to the Texas Non-Profit Corporation Act, has adopted these Restated
Articles of Incorporation. These Restated Articles of Incorporation accurately copy the Articles of
Incorporation and all prior amendments and also included further amendments as described in
Article 3.
ARTICLE 1
PROCEDURE OF ADOPTION OF AMENDMENT
The Restated Articles of Incorporation were adopted in the following manner:
The Corporation has no members entitled to vote on the Restated Articles of
Incorporation. The Restated Articles of Incorporation were adopted at a meeting of
the Board of Directors held on the 5th day of June, 1995. The Restated Articles of
Incorporation received the vote of a majority of the Directors in office.
ARTICLE 2
RESTATED ARTICLES
The Articles of Incorporation and all amendments and other changes to those articles are
hereby superseded by the Restated Articles of Incorporation set forth in Exhibit "A", attached
hereto and incorporated by reference as if fully set forth herein.
ARTICLE 3
AMENDMENT OF ARTICLES OF INCORPORATION
The Restated Articles of Incorporation include the following amendments:
Article 1 of the Articles of Incorporation is amended to read as follows:
Article 1 - Name
The name of this corporation shall be the All Church Home For Children, Inc.
`cJ1
Restated Articles of incorporation Page I
Article 2 of the Articles of Incorporation is amended to read as follows:
Article 2 - Non-Profit Corporation
The Corporation is a nonprofit corporation. Upon dissolution of this Corpo-
ration all of its assets remaining after payment of all costs and expenses of such
dissolution shall be distributed to organizations which have qualified for exemption
under Section 501(c)(31. of the Internal Revenue Code, or to the Federal Govern-
ment, or to a state or local government for a public purpose, and none of the assets
will be distributed to any officer or director of this Corporation.
Article 3 of the Articles of Incorporation is renumbered and amended to read as follows:
Art cle 5- Du:ation
The term for which this Corporation shall exist shall be perpetual unless this
Corporation be dissolved according to law.
Article 4 of the Articles of Incorporation is renumbered and amended to read as follows:
Article 3 -Purposes
The Corporation shall be exclusively organized and operated for the follow-
Ing purposes:
1. The purposes for which the Corporation is formed is to perform
charitable activities within the meaning of Section 501(c)(3) of the Internal Revenue
Code and Texas Tax Code Section 11.18(c)(1). Specifically the Corporation is
organized to provide residential care for children and to offer children and families
the resources and services within a Christian environment that can improve the
quality of their lives.
Article 5 of the Articles of Incorporation is renumbered and amended to read as follows:
Article T 1 - Registered Office and Registered Agent
The street address of the All Church Home For Children, Inc.'s registered
office is 1424 Summit Avenue, Fort Worth, Texas 76102, and the name of its initial
registered agent at such address is Wesley E. Robinett.
Restated Articles of Incorporation Page 2
Article 6 of the Articles of Incorporation is renumbered and amended to read as follows:
Article 8 - Board of Directors
1. The management of the Corporation shall be vested in its Board of
Directors. The qualifications, manner of selection, duties, terms and other matters
relating to the Board of Directors shall be provided in the Bylaws. Vacancies
occurring by death, resignation, or otherwise in the Board of Directors, shall be filled
by the remaining Directors in such manner as the Bylaws shall prescribe. Any
Director may at any time resign by written resignation filed with the Secretary of
the Corporation. Directors shall receive no compensation for their services as
members of the Board of Directors. The current Board of Directors consists of the
following persons at the following addresses:
Mrs. Mary Frances St. John 6466 Woodstock, Fort Worth, TX 76116
Mrs. Mary Branch 6229 Wrigley Way, Fort Worth, TX 76133
Mrs. Jerre Tracy 2734 Colonial Parkway, Fort Worth, TX 76109
Mrs. Florence W. White 4922 Inverness, Fort Worth, TX 76132
Mrs. Corrine Collins 2821 Alton Road, Fort Worth, TX 76109
Mrs. Eleanor Sherwood 6224 Juneau, Fort Worth, TX 76116
Mrs. Nancy Gillis 4409 Oakton, Fort Worth, TX 76116
Mrs. Rosemary Runnion 2713 Colonial Parkway, Fort Worth, TX 76116
Mrs. Mary Ann Grace y 4205 Lanark, Fort Worth, TX 76109
Mrs. Louisa Haun 1341 Roaring Springs Rd., Fort Worth, TX 76114
Mrs. Carolyn Howard 5305 Ledgestone Drive, Fort Worth, TX 76132
Mrs. Ann Graner 5936 Diamond Oaks Dr. S., Ft. Worth, TX 76117
Mrs. Margaret Augustat 3705 Lands End, Fort Worth, Texas 76109
Mrs. Genie Carson 6355 Lansdale, Fort Worth, Texas 76116
Mrs. Beverly Cunningham 2817 Alton Road, Fort Worth, Texas 76109
Mrs. Aileen Dozier 1600 Texas, Apt. 1508, Fort Worth, TX 76102
Mrs. Cherrie Garrett 4900 Westridge k4, Fort Worth, Texas 76116
Mrs. Corinne Hulsey 2609 Colonial Pkwy, Fort Worth, Texas 76109
Mrs. Cindy Level 6521 Riverbend Road, Fort Worth, Texas 76132
Mrs. Gayle Miller 4417 Ledgview, Fort Worth, Texas 76109
Mrs. Betsy Pepper 104 Hazlewood Drive, Fort Worth, Texas 76107
Mrs. Marilyn Proctor 4217 Shady Creek, Fort Worth, Texas 76109
Mrs. Martha Riddle 6400 Inca, Fort Worth, Texas 76116
Mrs. Kay Walls 701 Hyde Park, Cleburne, Texas 76031
Mrs. Mary Wandry 3700 Hamilton, Fort Worth, Texas 76107
2. The Board of Directors shall create an Executive Committee to
consist of not less than twelve (12) members of the Board which shall have powers
as shall be prescribed by the Bylaws and by the Board of Directors. The Board of
Directors shall create such standing and special committees and shall assign to each
of them such duties and responsibilities as the purpose of the Corporation may from
time to time require.
The Articles of Incorporation are amended by deleting Article 7 relating to the power of the
Board of Directors to designate one or more committees of Directors, which powers are included in
Article 8 of the Restated Articles of Incorporation.
Restated Articles of Incorporation Page 3
The Articles of Incorporation are amended by adding a new Article 4 which specifies the
powers of the Corporation.
Article 4 - Powers
Except as otherwise provided in these Articles the Corporation shall have all
of the powers provided in the Texas Non-Profit Corporation Act. Moreover, the
Corporation shall have all implied powers necessary and proper to carry out its
express powers.
The Articles of Incorporation are amended to add a new Article 6 which specifies certain
restrictions and requirements imposed on the Corporation.
Article 6- Restrictions and Requirements
1. The income of the Corporation shall never inure in whole or in part
to the benefit of any officer or Director thereof and said income shall be used only
for carrying out the purposes of the Corporation. This shall not be construed to
prohibit payment of reasonable compensation, when authorized by the Board of
Directors, for services rendered.
2. The Corporation shall not attempt to substantially influence legisla-
tion by propaganda or otherwise and shall not participate in or intervene in any
political campaign on behalf of any candidate for public office.
3. No property, profits or other funds of the Corporation shall be
distributed in the form of dividends, or otherwise, but all of its funds and earnings,
from whatever source, shall be devoted to its avowed purposes as stated in its
charter. No Director of the Corporation shall have any individual proprietary right or
interest in any of the property of the Corporation.
4. That after acceptance of the foregoing Articles of Incorporation by
the Secretary of the State of Texas, they shall constitute the Articles of Incorpora-
tion of said Corporation and shall replace and be in substitution for the present
Articles of Incorporation of the Corporation, as amended.
The Articles of Incorporation are amended to add a new Article 7 specifying that the
Corporation has no members.
Article 7 - Membership
The Corporation shall have no members.
The Articles of Incorporation are amended to add a new Article 9 which specifies that the
power to adopt, alter and amend the Articles of Incorporation rests with the Board of Directors.
Restated Articles of Incorporation Page 4
Article 9 - Bylaws
The Board of Directors shall have the power to adopt, alter and amend the
Bylaws.
The Articles of Incorporation are amended to add a new Article 10 which specifies how the
Articles of Incorporation may be amended or restated.
Article 10 -Articles of Incorporation
1. These Articles of Incorporation may be amended and/or restated by
a two-thirds majority vote of those present at a regular meeting of the Board of
Directors or any special meeting of the Board called for such a purpose.
2. Amendments or restatement may be proposed by the Board of
Directors o; by petition signed by ten (10) or more Directors, and filed with the
President. Notice of all proposed amendments and of a proposed restatement shall
be given to the Directors at least seven (7) days prior to the meeting at which time
such amendments are to be considered for adoption.
The Articles of Incbrporation are amended to add a new Article 12 to limit the liability of
Directors.
Article 12 - Limitation on Liability of Directors
No Director of the Corporation shall be liable to the Corporation or its
members for monetary damages for an act or omission in the Director's capacity as
Director except as otherwise provided by statute.
The Articles of Incorporation are amended to add a new Article 13 that allows the Corpora-
tion to indemnify Directors and other persons related to the Corporation.
Article 13 - Indemnification
The Corporation may indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in litigation or other proceedings because
the person is or was a director or other person related to the Corporation as provid-
ed by the provisions of the state statute governing indemnification. As provided in
the Bylaws, the Board of Directors shall have the power to define the requirements
and limitations for the Corporation to indemnify directors, officers and others related
to the Corporation.
Restated Articles of Incorporation Page 5
I am the President of the Corporation and I hereby execute these Restated Articles of
Incorporation on behalf of the Corporation of this the day of ,LCI' - , 1995.
ALL CHURCH HOME FOR CHILDREN, INC.
P esident, Board of Directors
Attest:
SecretaryT
Restated Articles of incorporation Page 6
Articles of Incorporation
of
All Church Home For Children, Inc.
Article 1 - Name
The name of this corporation shall be the All Church Home For Children, Inc.
Article 2 - Non-Profit Corporation
The Corporation is a nonprofit corporation. Upon dissolution of this Corporation all of its
assets remaining after payment of all costs and expenses of such dissolution shall be distributed to
organizations which have qualified for exemption under section 501(c)(3) of the Internal Revenue
Code, or to the Federal Government, or to a state or local government for a public purpose, and
none of the assets will be distributed to any officer or director of this Corporation.
Article 3 - Purposes
The Corporation shall be exclusively organized and operated for the following purposes:
1. The purposes for which the Corporation is formed is to perform charitable activities
within the meaning of Section 501(c)(3) of the Internal Revenue Code and Texas Tax Code Section
1 1.18(c)(1). Specifically the Corporation is organized to provide residential care for children and to
offer children and families the resources and services within a Christian environment that can
improve the quality of their lives.
Article 4 - Powers
Except as otherwise provided in these Articles the Corporation shall have all of the powers
provided in the Texas Non-Profit Corporation Act. Moreover, the Corporation shall have all implied
powers necessary and proper to carry out its express powers.
Articles of Incorporation
6/5/96
Page 1
EXHIBIT "A"
Article 5 - Duration
The term for which this Corporation shall exist shall be perpetual unless the Corporation is
dissolved earlier according to law.
Article 6 - Restrictions and Requirements
The Corporation shall riot pay dividends or other corporate income to its directors or
officers or otherwise accrue distributable profits or permit the realization of private gain. The
Corporation shall have no power to take any action prohibited by the Act. The Corporation shall
not have the power to engage in any activities, except to an insubstantial degree, that are not in
furtherance of the purposes set forth above.
The Corporation shall have no power to take any action that would be inconsistent with the
requirements for a tax exemption under Internal Revenue Code Section 501 (c)(3) and related
regulations, rulings and procedures. The Corporation shall have no power to take any action that
would be inconsistent with the requirements for receiving tax deductible charitable contributions
under Internal Revenue Code Section 170(c)(2) and related regulations, rulings and procedures.
Regardless of any other provision in these Articles of Incorporation or state law, the Corporation
shall have no power to:
1 . Engage in activities or use its assets in manners that are not in furtherance of one
or more exempt purposes, as set forth above and defined by the Internal Revenue
Code and related regulations, rulings and procedures, except to an insubstantial
degree.
2. Serve a private interest other than one that is clearly incidental to an overriding
public interest.
3. Devote more than an insubstantial part of its activities to attempting to influence
legislation by propaganda or otherwise, except as provided by the Internal Revenue
Code and related regulations, rulings and procedures.
4. Participate in or intervene in any political campaign on behalf of or in opposition to
any candidate for public office. The prohibited activities include the publishing or
distributing of statements and any other direct or indirect campaign activities.
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6/5/95
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EXHIBIT "A"
5. Have objectives that characterize it as an "action organization" as defined by the
Internal Revenue Code and related regulations, rulings and procedures.
6. Distribute its assets on dissolution other than for one or more exempt purposes; on
dissolution, the Corporation's assets shall be distributed to the state government for
a public purpose, or to an organization exempt from taxes under Internal Revenue
Code Section 501 (c)(3) to be used to accomplish the general purposes for which
the Corporation was organized.
7. Permit any part of the net earnings of the Corporation to inure to the benefit of any
private shareholder or member of the Corporation or any private individual.
8. Carry on an unrelated trade or business except as a secondary purpose related to
the Corporation's primary, exempt, purposes.
Article 7 - Membership
The Corporation shall have no members.
Article 8 - Board of Directors
1 . The management of the Corporation shall be vested in its Board of Directors. The
qualifications, manner of selection, duties, terms and other matters relating to the Board of
Directors shall be provided in the Bylaws. The current Board of Directors consists of fifteen (15)
women, and may from time to time consist of not less than twenty (20) members or more than
forty (40) members. The number of directors may be changed by amendment of the Bylaws. The
current Board of Directors consists of the following persons at the following addresses:
Mrs. Mary Frances St. John 6466 Woodstock, Fort Worth, TX 76116
Mrs. Mary Branch 6229 Wrigley Way, Fort Worth, TX 76133
Mrs. Jerre Tracy 2734 Colonial Parkway, Fort Worth, TX 76109
Mrs. Florence W. White 4922 Inverness, Fort Worth, TX 76132
Mrs. Corrine Collins 2821 Alton Road, Fort Worth, TX 76109
Mrs. Eleanor Sherwood 6224 Juneau, Fort Worth, TX 76116
Mrs. Nancy Gillis 4409 Oakton, Fort Worth, TX 76116
Mrs. Rosemary Runnion 2713 Colonial Parkway, Fort Worth, TX 76116
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EXHIBIT "A"
Mrs. Mary Ann Gracey 4205 Lanark, Fort Worth, TX 76109
Mrs. Louisa Haun 1341 Roaring Springs Rd., Fort Worth, TX 76114
Mrs. Carolyn Howard 5305 Ledgestone Drive, Fort Worth, TX 76132
Mrs. Ann Graner 5936 Diamond Oaks Dr. S., Ft. Worth, TX 76117
Mrs. Margaret Augustat 3705 Lands End, Fort Worth, Texas 76109
Mrs. Genie Carson 6355 Lansdale, Fort Worth, Texas 76116
Mrs. Beverly Cunningham 2817 Alton Road, Fort Worth, Texas 76109
Mrs. Aileen Dozier 1600 Texas, Apt. 1508, Fort Worth, TX 76102
Mrs. Cherrie Garrett 4900 Westridge #4, Fort Worth, Texas 76116
Mrs. Corinne Hulsey 2609 Colonial Pkwy, Fort Worth, Texas 76109
Mrs. Cindy Level 6521 Riverbend Road, Fort Worth, Texas 76132
Mrs. Gayle Miller 4417 Ledgview, Fort Worth, Texas 76109
Mrs. Betsy Pepper 104 Hazlewood Drive, Fort Worth, Texas 76107
Mrs. Marilyn Proctor 4217 Shady Creek, Fort Worth, Texas 76109
Mrs. Martha Riddle 6400 Inca, Fort Worth, Texas 76116
Mrs. Kay Walls 701 Hyde Park, Cleburne, Texas 76031
Mrs. Mary Wandry 3700 Hamilton, Fort Worth, Texas 76107
2. The Board of Directors shall create an Executive Committee to consist of not less
than twelve (12) members of the Board which shall have powers as shall be prescribed by the
Bylaws and by the Board of Directors. The Board of Directors shall create such standing and
special committees and shall assign to each of them such duties and responsibilities as the purpose
of the Corporation may from time to time require.
Article 9 - Bylaws
The Board of Directors shall have the power to adopt, alter and amend the Bylaws.
Articles of Incorporation
f
6/5/95
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EXHIBIT "A"
Article 10 -Articles of Incorporation
1. These Articles of Incorporation may be amended and/or restated by a two-thirds
majority vote of those present at a regular meeting of the Board of Directors or any special meeting
of the Board called for such a purpose.
2. Amendments or restatement may be proposed by the Board of Directors or by
petition signed by ten (10) or more Directors, and filed with the President. Notice of all proposed
amendments and of a proposed restatement shall be given to the Directors at least seven (7) days
prior to the meeting at which time such amendments are to be considered for adoption.
Article 11 - Registered Office and Registered Agent
The street address of the All Church Home For Children, Inc.'s registered office is 1424
Summit Avenue, Fort Worth, Texas 76102, and the name of its initial registered agent at such
address is Wesley E. Robinett.
Article 12 - Limitation on Liability of Directors
No Director of the Corporation shall be liable to the Corporation or its members for
monetary damages for an act or omission in the Director's capacity as Director except as otherwise
provided by statute.
Article 13 - Indemnification
The Corporation may indemnify a person who was, is, or is threatened to be made a named
defendant or respondent in litigation or other proceedings because the person is or was a director
or other person related to the Corporation as provided by the provisions of the state statute
governing indemnification. As provided in the Bylaws, the Board of Directors shall have the power
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6/6/96
Page 5
EXHIBIT "A"
to define the requirements and limitations for the Corporation to indemnify directors, officers and
others related to the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand as President, Board of Directors, and
caused the seal of said Corporation to be affixed this day of 1995.
By; f..v
P sident, Board of D' ectors
All Church Home For Children, Inc.
Secretary
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6/5/95
Page 6
EXHIBIT "A"
AMENDED AND RESTATED BYLAWS
OF THE
ALL CHURCH HOME FOR CHILDREN, INC.
These Bylaws govern the affairs of All Church Home for Children, Inc., a Texas not-for-
profit Corporation.
ARTICLE I - OFFICERS
Section 1.1 Principal Office. The principal office in the State of Texas shall be located
at 1424 Summit Avenue, Fort Worth, Texas 76102. All Church Home for Children, Inc.
(hereinafter "Home") may have such other offices, either in Texas or elsewhere, as the Board of
Directors shall determine.
Section 1.2 Registered Office and Registered Agent. The Home shall comply with the
requirements of the Texas Non-Profit Corporation Act (the "Act") and maintain a registered
office and registered agent in Texas. The registered office may, but need not, be identical with
the Home's principal office. The Board of Directors may change the registered agent and the
registered office as provided in the Act.
ARTICLE II - BOARD OF DIRECTORS
Section 2.1 Composition, Membership and Terms. The membership of the Board of
Directors shall consist of not more than forty (40) women Directors nor less than twenty (20)
women Directors. Prospective new Directors shall be nominated in accordance with the
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provisions of Article III-Nomination for Election. Each Director shall be elected by the Board of
Directors at its Annual Meeting for a term of three (3) years ending upon the date of the Annual
Meeting of the Board of Directors held in the third year of the Director's term of office. A
Director who has served two complete consecutive terms shall not be eligible for re-election for
an additional term until at least one year's absence from the Board. A term shall be "complete"
if it is for a period of two or more years. Notwithstanding the foregoing, a member not eligible
for re-election who is nominated and elected for an officer or chair position will be granted an
extended membership for the length of the tenure of the officer or chair position. No more than
one-half of the Directors shall rotate off of the Board at the same time and Directors shall be
elected in a manner to assure this.
Section 2.2 Annual Meeting. The Annual Meeting of the Board of Directors shall be
held in December, or at such other time as may be fixed by the Board of Directors. At the
Annual Meeting, the Board of Directors shall elect Officers, Standing Committee Chairs and
new Directors and transact any other business that may come before the meeting.
Section 2.3 Regular Meetings. There shall not be more than twelve (12) nor less than
four(4) regular meetings of the Board of Directors each year, to be held at such time as called by
the Chairman or, during her absence, by the Chairman-Elect, or if none, by the Vice-Chairman,
except when otherwise ordered by the Board of Directors.
Section 2.4 Special Meetings. Special meetings of the Directors may be called by the
Board of Directors, by the Chairman of the Board, or in her absence, by the Chairman-Elect, or if
none, by the Vice-Chairman of the Board, or shall be called by the Chairman upon the request of
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ten (10) members of the Board. At any special meeting only such business as the meeting was
called to consider shall be discussed or acted upon.
Section 2.5 Quorum. At all meetings of the Board of Directors, one-thud of the
members of the Board shall constitute a quorum and a majority vote of those present shall be
necessary to affect action except as otherwise provided in these Bylaws.
Section 2.6 Attendance. Neglect of any member of the Board of Directors to attend
three consecutive meetings of the Board without reasons acceptable to the Board may be treated
and considered by the Board at its discretion as a tender of resignation by the absented Director.
Section 2.7 Notice. Written notice of all meetings of Directors of the Home shall be
given by or at the direction of the Chairman of the Board of Directors, or Secretary, to each
Director not less than seven (7) days before the time named for such meetings. An agenda will
be sent. Copies of the minutes of the last regular meeting and minutes of any special meetings
held since the last regular meeting shall be made available prior to the meeting. The requirement
for seven (7) day written notification and accompanying agenda may be waived for a Special
Meeting by a majority of the Board in attendance at such Special Meeting; however, as much
notice shall be given as is practical under the circumstances.
Section 2.8 Manattement. The corporate powers, property, and affairs of the Home shall
be exercised, conducted and controlled by the Board of Directors. The Board of Directors may
delegate such roles and responsibilities as it deems advisable to a Chief Executive Officer hired
by the Board.
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Section 2.9 Policies. The Board of Directors shall adopt such policies and principles, not
inconsistent herewith, as it may deem necessary for the conduct of the Home and that of its
Officers.
Section 2.10 Vacancies. In the event of a vacancy occurring in the Board of Directors,
the remaining Directors, by affirmative vote of a majority thereof, expressed at a duly called
meeting of the Directors, whether or not constituting a quorum, may fill such vacancy for the
unexpired term prior to the next Annual Meeting, should it elect to do so. If at any time the
number of Directors shall be increased, the additional Directors to be elected shall be elected by
the Directors then in office by the affirmative vote of a majority thereof at a regular meeting or at
a special meeting called for that purpose. The Board Development Committee shall submit a
nominee or a list of nominees at least seven (7) days prior to the regular or special meeting at
which any such vacancy is to be filed or at which the number of Directors is to be increased.
ARTICLE III - NOMINATION FOR ELECTION
The Board Development Committee shall submit for election at the Annual Meeting of
the Board of Directors, a list of nominees for Directors selected from individuals who have or
will financially contribute and who have or will render meritorious voluntary services to the
Home. This committee shall also submit for election at the Annual Meeting of the Directors a
list of nominees for Officers and applicable Standing Committee chairs selected from individuals
serving as Directors of the corporation or nominated for election as Directors of the corporation.
The report of this Committee containing these lists shall be filed with the Board of Directors at
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either the last Executive Committee meeting or before the December regular Board of Directors
meeting. Other nominations for Director may be made by petition signed by ten (10) or more
Directors and filed with the Chairman not less than seven (7) days in advance of the date of the
Annual Meeting of the Board of Directors. Vacancies occurring on the Board prior to the
Annual Meeting shall be filed in accordance with Section 2.10 Vacancies.
ARTICLE IV- OFFICERS
Section 4.1 Officer Enumerated. The Officers of the Home shall be:
Chairman
Chair-Emeritus
Past Chairman
Vice Chairman
Second Vice Chairman
Secretary
Treasurer
Parliamentarian
Chairman-Elect
The Board of Directors may create additional offices, define the authority and duties of
each such office and elect or appoint persons to fill the office.
Section 4.2 Election and Terms of Office. Each Officer and Committee Chair shall
hold office until the next Annual Meeting of the Board of Directors, and until her successor is
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Page 5
elected, except that the Chairman and Treasurer shall serve two year terms of office and the
Chair Emeritus shall serve without term limit.
Section 4.3 Chairman. The Chairman of the Board of Directors shall be subject to the
control of the Board of Directors. The Chairman shall perform such duties as shall be required
of her by the Board of Directors and the Executive Committee. The Chairman shall chair all
meetings of the Board of Directors and Executive Committee. She shall serve as ex-officio
member of all standing committees and other committees, and can vote only in case of a tie.
Section 4.4 Vice-Chairman. In the absence of the Chairman or when the Chairman is
unable or unwilling to act, and in the absence of the Chairman-Elect or when the Chairman-Elect
is unable or unwilling to act, the Vice-Chairman shall act. When the Vice-Chairman acts in
place of the Chairman or the Chairman-Elect, the Vice-Chairman shall have all of the powers
and be subject to all the restrictions upon the Chairman. If the Chairman should resign or
otherwise be unable to serve prior to the expiration of her term, and in the absence of the
Chairman-Elect or when the Chairman-Elect is unable or unwilling to act, the Vice-Chairman
shall serve for the unexpired term of the resigned Chairman. A Vice-Chairman shall perform
such other duties as are assigned to her by the Chairman or the Board of Directors. The Vice-
Chairman shall serve as the liaison between the Board and the Children's Council.
Section 4.5 Second Vice-Chairman. The Second Vice-Chairman will serve as a
representative of the Board at Auxiliary meetings. She will be the liaison of the Board and
Auxiliary.
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Section 4.6 Chair-Emeritus. A former Chairman may be elected as Chair-Emeritus by
the Board of Directors. The Chair-Emeritus shall be an honorary member of the Board of
Directors and the Executive Committee serving with no term limit. The Chair-Emeritus provides
historical and leadership continuity to the Board of Directors and the Chairman.
Section 4.7 Past Chairman. The Past Chairman shall serve a one-year term of office
following her term as Chairman and shall act as an advisor to the Chairman in ensuring the
continuity from one administration to another. The Past Chairman shall serve on the Executive
Committee.
Section 4.8 Secretary. The Secretary shall act on all matters as directed by the
Chairman, and as required by the Bylaws, or by law, including, but not limited to the following:
a. Giving all notices required by the Bylaws or by law,
b. Ensure minutes of the meeting of the Board of Directors and Executive
Committee are taken and retained as part of the corporate record, and
C. Affix the seal of the corporation to all documents as authorized.
Section 4.9 Treasurer. The Treasurer shall be the Chief Financial Officer for the
corporation and shall chair the Finance Committee, shall oversee custody of the funds of the
Home and render periodic reports on the financial status of the Home, and shall implement and
maintain banking, checking, investment and other accounting policies as directed by the Board
of Directors. If the Treasurer should resign or otherwise be unable to serve prior to the
expiration of her term, the Board shall elect a Treasurer for the unexpired term from the
Directors serving on the Finance Committee. The Treasurer shall serve a two-year term.
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Section 4.10 Parliamentarian. The Parliamentarian shall maintain the rules of conduct
for the meetings of the Board of Directors.
Section 4.11 Chairman-Elect. The Chairman-Elect shall be elected at the Annual
Meeting that coincides with the start of the second year of the Chairman's two-year term of
office. The Chairman-Elect shall be responsible for developing her plans for her two years of
administration. She shall serve on the Executive Committee, and shall serve as an ex-officio
member, without vote, of all standing committees and other committees. In the absence of the
Chairman or when the Chairman is unable or unwilling to act, the Chairman-Elect shall act.
When the Chairman-Elect acts in place of the Chairman, the Chairman-Elect shall have all of the
powers and be subject to all the restrictions upon the Chairman. If the Chairman should resign or
otherwise be unable to serve prior to the expiration of her term, the Chairman-Elect shall serve
for the unexpired term of the resigned Chairman.
ARTICLE V - COMMITTEES OF THE BOARD
Section 5.1 Standing Committees Enumerated. The following Committees shall
comprise the Standing Committees of the Board:
The Auxiliary of the All Church Home for Children - not less than [ten nine (9) members.
Board Development Committee - not less than five (5) members.
Children's Council - no limitation
Executive Committee - not less than twelve(12)members.
Finance Committee - not less than four(4) members.
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Fund Development Committee - not less than four(4) members.
Human Resources Committee - not less than four(4) members.
Long-Range Planning Committee - not less than four(4) members.
Marketing Committee - not less than four (4) members.
Physical Assets Committee - not less than four (4) members.
Program Committee - not less than four (4) members.
Risk Assessment Committee - not less than four (4) members.
The provisions of Article III - NOMINATION FOR ELECTION shall govern the
selection of all Standing Committee Chairs, except that the chairs for the Auxiliary shall be
selected by the membership of the group and the Children's Council Chair shall be appointed by
the Chairman of the Board of Directors. The Chairman of the Board of Directors, working in
conjunction with the Board Development Committee and each respective Committee Chair shall
annually appoint the members for each Standing Committee, except for the Auxiliary, which
shall elect its own members.
Each Board Member shall serve on at least one committee. Individuals who are not
Directors may be invited to serve on the Standing Committees or on any other committees
established pursuant to section 5.2, with the exception of the Executive Committee. All Standing
Committees shall have Directors serving in the majority, except for the Auxiliary and the
Children's Council, each of which shall have a Director as a liaison but need not have Directors
serving as a majority of membership.
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Amended February 2, 2004
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1
Section 5.2 Other Committees. The Chairman may appoint such other Committees as
she believes will further the purposes of the Home. Such appointment shall be subject to
ratification by the Executive Committee.
Section 5.3 All Church Home for Children Auxiliary. The All Church Home for
Children Auxiliary (the "Auxiliary") shall consist of not less than nine (9) members. The
Auxiliary shall elect its own members and President. The President or President-elect of the
Auxiliary shall serve on the Board of Directors.
The purpose of the Auxiliary shall be to foster the mission of the Home and to promote
and advance the welfare of the children. The Auxiliary may develop policies and procedures
which, subject to Board approval, may be used to carry out its purpose and may enlist a body of
volunteer members to conduct its activities.
The Auxiliary may establish and maintain a bank account in the name of the Home for
the purpose of financing its promotional and fund raising activities on behalf of the Home; and
shall designate its President and at least one (1) other Auxiliary Member as signatories on such
account. All checks drawn on the account for amounts in excess of$1,000.00 shall require two
signors. Monthly accounting reports and bank statements shall be provided to the CEO of the
home.
Section 5.4 Board Development Committee. The Board Development Committee shall
consist of at least five (5) members, three members from the Executive Committee and two at
large from the Board appointed by the Chairman in consultation with the Chair of the Board
Development Committee. The role of the Board Development Committee is to identify and
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commit leadership for the Home. The Committee's responsibilities are to nominate all Directors,
Officers and standing committee chairs in accordance with ARTICLE III - NOMINATION FOR
ELECTION and ARTICLE 11 - BOARD OF DIRECTORS, Section 2.10 Vacancies. The
Committee is also responsible for development and oversight of board education and leadership
development programs. The Board Development Committee shall recommend policies to the
Board for adoption. Meeting dates are as needed.
Section 5.5 Children's Council. The Children's Council shall provide the Board of
Directors with a diversity of skill resources, perspectives, and representation across the
communities that the All Church Home for Children, Inc., serves. The Children's Council,
which may include both women and men, shall not have a limitation as to size. It shall meet at
least two times each year. Members of the Children's Council may be asked to serve on the
Standing Committees of the Board. Directors who have completed their terms of directorship
may be placed on the Children's Council. The chairman of the Children's Council shall be
selected annually by the Chairman of the Board and shall serve on the Board of Directors of the
Home.
Section 5.6 Executive Committee. The Executive Committee shall consist of all elected
Officers and the Chairs of the standing committees of the corporation. During intervals between
the meetings of the Board of Directors, the Executive Committee shall possess and may exercise
all the powers of the board in the management and direction of the business and affairs of the
Home, except that it shall not have the power or authority to:
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elect Officers,
fill vacancies in the board of Directors or newly created directorships,
• authorize the sale of all or substantially all of the All Church Home for
Children, Inc's assets,
negate any action of the Board of Directors, and,
do any other act which may be prohibited by applicable by law.
The Executive Committee shall keep regular minutes of its proceedings. All actions by
the Executive Committee shall be reported to the Board of Directors at its next meeting. Such
action shall be subject to review by the Board of Directors, provided that no rights of third
parties shall be affected by such review. The Executive Committee shall reconunend policies to
the Board for adoption. The Executive Committee shall be specifically responsible for the
periodic evaluation of the perfonnance of the Chief Executive Officer of the All Church Home
for Children, Inc. The Committee shall ensure that written policies and procedures guide the
Chief Executive Officer and the Executive Committee shall be the exclusive Committee
responsible for delegating in writing management and policies for implementation to the Chief
Executive Officer. A majority of the members of the Executive Committee shall constitute a
quorum and the committee may act by unanimous written consent.
Section 5.7 Finance Committee. The Finance Committee will be composed of the
Treasurer, as Chair, and at least four (4) other members appointed by the Chairman, in
consultation with the Board Development Committee and the Treasurer.
The purpose of the Finance Committee is to assure efficient fiscal management and
develop and maintain administrative support for the execution of the Strategic Plan of the Home,
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within the limitation of the annual budget approved by the Board of Directors. The Committee
shall have the following specific functions.
• Cause, authorize and contract for an annual audit of the Home's financial
operations by a firm of certified public accountants and review any resulting
recommendations.
• Formulate or revise policies and practices for the safeguarding of all. monies of
the corporation and dealing with the internal controls of the corporation, of which
all such policies shall be recommended by the Committee for review and approval
by the Executive Committee and final approval by the Board of Directors.
• Oversee the management, control and administration of all funds of the
corporation, to sell or dispose of all securities, except as provided below,
investments and properties of every character belonging to the corporation, except
real estate, at such process and upon such terms and conditions as it may deem
best; and to invest and reinvest all funds of the corporation from whatever sources
derived, in such securities, investments and other property as it may deem best. It
may buy real estate, common stocks, or preferred stocks only with the approval of
the Board of Directors first obtained. To obviate delays, however, the Chairman
of the Board of Directors or the Treasurer/Chair of Finance Committee shall have
the power to sell forthwith at the market price any security listed on the New
York Stock or American Exchange or OTC contributed by a donor as a gift. The
word "manage" as used herein shall include the right to give proxies and to
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Page 13
consent to mergers, sale and reorganizations, and all proceedings in connection
therewith respecting any security or property owned by the corporation or in
which it may have an interest.
• Authorize and cause any of the securities or property of the corporation, other
than real estate, to be registered in the name of the nominee of any bank or trust
company which may at the time be acting as custodian for such securities.
• Select and evaluate investment advisors and/or administrators to consult with the
Committee regarding investment holdings and recommendations regarding
investment policies and practices
• Report at each meeting of the Board of Directors and the Executive Committee
relative to the status and safeguarding of all monies in the treasury
• Recommend policies to the Board for adoption.
A majority of the Committee shall constitute a quorum, and the Committee may act by
the majority at a meeting or by writing, signed by a majority of the members of the Committee,
without a meeting. Any act or authorization of any act by the Finance Committee within the
powers herein delegated to it shall be the act or authorization of the corporation, and all
purchasers, issuers of the securities, transfer agents, and other persons may rely conclusively
upon the action or instructions of the Finance Committee, or its nominee, and shall be fully
protected in doing so. All persons dealing with the securities or property of the corporation shall
be entitled to rely conclusively upon any certificate of the Chairman or Secretary certifying to
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action by the Finance Committee and certifying to the official capacity of the person assigning,
transferring, or delivering securities pursuant to such action.
The Finance Committee shall meet no less than ten (10) times a year and shall coordinate
its activities with the Long Range Planning Committee and the Executive Committee of the
Board.
Section 5.8 Fund Development Committee. The Fund Development Committee shall
consist of at least four (4) members appointed by the Chairman, in consultation with the Board
Development Committee and the Chair of the Fund Development Committee. Working in
conjunction with the Director of Development and the Chief Executive Officer, the Fund
Development Committee shall be responsible for overseeing the development of annual, planned
giving, capital campaigns, ongoing fund-raising and donor cultivation activities as they may
occur, for the Home. The Fund Development Committee shall recommend policies to the Board
for adoption. The Fund Development Committee shall meet as often as required to accomplish
its function and shall coordinate its activities with the Long Range Planning Committee and the
Executive Committee of the Board.
Section 5.9 Human Resources Committee. The Human Resources Committee shall
consist of at least four (4) members appointed by the Chairman, in consultation with the Chair of
the Committee. The Committee shall be responsible for the oversight of the compensation
system of the Home, which shall include compensation and associated benefits for its personnel.
It shall also be responsible for the process by which employees are evaluated on a recurring
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basis. The Human Resources Committee shall recommend policies to the Board for adoption.
The Committee shall meet as often as is required to accomplish its function.
Section 5.10 Long Rany-e Planning Committee. The Long Range Planning Committee
shall consist of the Officers of the corporation, and Directors and any individual appointed by the
Chairman, in consultation with the Chair of the Committee. The Committee shall develop a long
range plan for the corporation, at three to five year intervals, and shall assist in the oversight and
implementation of the plan and the achievement of the goals for the corporation as provided for
in the plan. During the interim years when the plan is in the implementation phase, the Long
Range Planning Committee shall consist of at least four (4) members appointed by the Chairman,
in consultation with the Board Development Committee and the Chair of the Long Range
Planning Committee. Functions of the Long Range Planning Committee during interim years
shall include coordination and dissemination, as necessary, of updates of the Long Range Plan
and periodic review of implementation progress with the Executive Committee. The Long
Range Planning Committee shall recommend policies to the Board for adoption. The Long
Range Planning Committee shall meet as often as required to accomplish its function.
Section 5.11 Marketing Committee. The Marketing Committee shall consist of at least
four (4) members appointed by the Chairman, in consultation with the Chair of the Marketing
Committee. The Marketing Committee shall oversee development of informational and
educational programs, and marketing materials, which communicate the efforts and results of the
Horne. The Marketing Committee shall recommend policies to the Board for adoption. The
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Marketing Committee shall meet as often as required to accomplish its function and shall
coordinate its activities with the Executive Committee of the Board.
Section 5.12 Physical Assets Committee. The Physical Assets Committee shall consist
of at least four (4) members appointed by the Chairman, in consultation with the Chair of the
Committee. The Treasurer shall serve as a non-voting member. The Committee shall be
responsible for the oversight of existing facilities, fixtures, vehicles and real estate owned and
operated by the Home and the evaluation and recommendation of purchase or sale of any such
assets. The Committee shall be responsible for overseeing the maintenance and upkeep of all
physical property. The Physical Assets Committee shall recommend policies to the Board for
adoption. The Committee shall meet as often as is required to accomplish its function and shall
coordinate its activities with the Long Range Planning Committee and the Executive Committee
of the Board.
Section 5.13 Program Committee. The Program Committee shall consist of at least
four (4) members appointed by the Chairman, in consultation with the Chair of the Committee.
The Committee shall be responsible for the oversight of the programs developed for the Home,
and shall also be responsible for the evaluation of the cost-benefit of the programs being
considered for development or those currently being conducted. The Program Committee shall
recommend policies to the Board for adoption. The Program Committee shall meet as often as
required to accomplish its function and shall coordinate its activities with the Long Range
Planning Committee and the Executive Committee of the Board.
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Section 5.14 Risk Assessment Committee. The Risk Assessment Committee shall
consist of four (4) members appointed by the Board Chairman in consultation with the Chair of
the Committee. The purpose of the committee shall be to evaluate policies and procedures of the
Home to ensure the reduction of potential loss and risk and shall monitor and evaluate the
effectiveness of the risk management process. Additionally, the Committee shall propose
policies and procedures to eliminate waste, fraud and abuse of the assets of the Home and
promote safety of individuals and the premises. Such policies shall be recommended to the
Board for adoption and implementation. The Committee shall meet as often as required to
accomplish its function and shall coordinate it activities with the Executive Committee of the
Board.
ARTICLE VI - ADVISORY COUNCIL
The Advisory Council shall consist of eight (8) to ten (10) men and women whose
mission is to promote the advancement and achievement of All Church Home for Children. The
Chief Executive Officer and the Chairman of the Board shall recruit the Advisory Council
Chairman. The Advisory Council Chair shall recruit Council members from nominations made
by the Board Development Committee and from Board members at large. The Advisory Council
shall meet twice a year as a group to receive information and participate in discussions deemed
appropriate by the Chief Executive Officer or the Chairman of the Board. Members may also be
invited to other special events and presentations hosted by the Home. Council members are
expected to be available to provide individual counsel to the Chief Executive Officer and
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Chairman of the Board on specific issues pertaining to the area of expertise of the council
member.
ARTICLE VII -FISCAL YEAR
The Fiscal Year of All Church Home for Children, Inc. shall begin on the first day of
January and end on the last day of December of each year.
ARTICLE VIII - INDEMNIFICATION
Section 8.1 When Indemnification is Required, Permitted and Prohibited. The
Home shall indemnify a Director, Officer, employee or agent of the Home who was, is, or may
be a named defendant or respondent in any proceeding as a result of his or her actions or
omissions within the scope of his or her official capacity in the Home. However, the Home shall
only indemnify a person if he or she acted in good faith and reasonably believed that the conduct
was in the Home's best interest. The Home shall not indemnify a person who is found liable to
the Home or is found liable to another on the basis of receiving a personal benefit. A person is
conclusively considered to have been found liable in relation to a claim, issue or matter if the
person has been adjudged liable by a court of competent jurisdiction and all appeals have been
exhausted.
The Home shall pay or reimburse expenses incurred by a Director, Officer, committee
member, employee or agent of the Home in connection with any such person's appearance as a
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witness or other participation in a proceeding involving or affecting the Home when such person
is not a defendant or respondent in the proceeding.
Before the final disposition of a proceeding, the Home may pay indemnification expenses
permitted by these Bylaws and authorized by the Home. The Home, however, shall not pay
indemnification expenses to a person before the final disposition of a proceeding if: the person is
a named defendant or respondent in any proceeding brought by the Home; or the person is
alleged to have improperly received a personal benefit or committed other willful or intentional
misconduct.
If the Home may indemnify a person under these Bylaws, the person may be indemnified
against judgments, penalties, including excise and similar taxes, fine, settlements and reasonable
expenses, including attorney's fees actually incurred in connection with the proceedings. If,
however, the proceeding was brought by or on behalf of the Home, the indemnification is limited
to reasonable expenses incurred by the person in connection with the proceeding.
Section 8.2 Procedures RelatinI4 to Indemnification Payments.
(a) Before the Home may pay any indemnification expenses, the Home shall.
determine that the indemnification is permissible, authorize indemnification, and determine that
expenses to be reimbursed are reasonable, except as provided in (c) below. The Home may
make these determinations by either of the following procedures:
(i) a majority vote of a quorum consisting of Directors, who, at the time of
the vote, are not named defendants or respondents in the proceeding;
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(ii) determination by special legal counsel selected by the Board of Directors
by vote as provided in (i) above, or if such a quorum cannot be obtained
and such a committee cannot be established by a majority vote of all
Directors.
(b) The Home shall authorize indemnification and determine that expenses to be
reimbursed are reasonable in the same manner that it determines whether indemnification is
permissible. If the detennination that indemnification is permissible is made by special legal
counsel, authorization of indemnification and determination of reasonableness of expenses shall
be made in the manner specified in Section 2 (a) (ii) above, governing the selection of special
legal counsel. A provision contained in the articles of incorporation, the bylaws or a resolution
of the Board of Directors that requires the indemnification permitted by Section 1 above,
constitutes sufficient authorization in the same manner as the determination that indemnification
is permissible.
(c) The Home shall pay indemnification expenses before final disposition of a
proceeding only if the Home determines that the then known facts would not preclude
indemnification and the Home receives W-itten affirmation and undertaking from the person to
be indemnified.
The determination that the facts then known to those making the detennination would not
preclude indemnification and authorization shall be made in the same manner as a dete�;�,i;iatiOn
that It-idem, nlfication is per'snissiuie Under Section 2 (a) above.
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The person's written affirmation shall state that he or she has met the standard of conduct
necessary for indemnification under the Bylaws. The written undertaking shall provide for
repayment of the amount paid or reimbursement to the Home if it is ultimately determined that
the person has not met the requirements for indemnification. The undertaking shall be an
unlimited general obligation of the person, but it need not be secured and it may be accepted
without reference to financial ability to make repayment.
ARTICLE IX - DISSOLUTION OF THE CORPORATION
The All Church Home for Children, Inc. is organized to provide residential care for
children and to offer children and families the resources and services within a Christian
environment that can improve the quality of their lives. In the event of the dissolution of All
Church Home for Children, Inc., its assets shall be distributed to a 501(c)(3) organization whose
purposes are the same, or substantially the same of those of Ail Church Home for Children, Inc.
ARTICLE X- AMENDMENTS
These Bylaws may be amended by a two-thirds majority vote of those present at a
Regular Meeting of the Board of Directors or at any Special Meeting of the Board called for such
a Purpose. uiiendments may be proposed by a petition signed by ten or more Dliectors and filed
with the Chairman. Notice of all proposed amendments shall be provided to the Directors ar
least seven ( /) days prior to the nnetin;7 at which time amendments are to be considered for
adoption.
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