BYLAWS OF FACTS INITIATIVE
ARTICLE I — NAME AND PURPOSE

Section 1: Name: The name of the organization shall be FACTS INITIATIVE. It shall be a
nonprofit organization incorporated under the laws of the State of North Carolina.
Section 2: Purpose: FACTS INITIATIVE offers counseling services for children, adolescents,
and families.
Our well trained and passionate staff is equipped to work with people from a variety of
backgrounds. Our licensed therapists are here to help YOU. Our counselors offer a variety of
therapeutic interventions and offer flexible evening hours to make sure that scheduling is not
a barrier to someone getting the help they need.

ARTICLE II — MEMBERSHIP

Section 1 – Eligibility for membership: Application for voting membership shall be open to any
current resident, property owner, business operator or employee of Charlotte Mecklenburg area
that supports the purpose statement in Article I, Section 2. All memberships shall be granted
upon a majority vote of the board.
Section 2 – Rights of members: Each member shall be eligible to appoint one voting
representative to cast the member’s vote in association elections.
Section 3 – Resignation and termination: Any member may resign by filing a written resignation
with the secretary. Resignation shall not relieve a member of unpaid dues or other charges
previously accrued. A member can have their membership terminated by a majority vote of the
board.
Section 4 – Non-voting membership: The board shall have the authority to establish and define
non-voting categories of membership.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 – Annual meetings: One annual meeting of the members shall take place in the month
of October, the specific date, time and location of which will be designated by the chair. At the
annual meeting the members shall elect board directors and officers, receive reports on the
activities of the association, and determine the direction of the association for the coming year.
The board may determine that a meeting of the members may be held solely by means of remote
or electronic communication.
Section 2 – Notice of meetings: Printed notice of each meeting shall be given to each voting
member, by mail, not less than three weeks prior to the meeting.
Section 3 – Quorum: The members present at any properly announced meeting shall constitute a
quorum.

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Section 4 – Voting: All issues to be voted on shall be decided by a simple majority of those
present at the meeting in which the vote takes place.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 – Board role, size and compensation: The board is responsible for overall policy and
direction of the association, and delegate’s responsibility of day-to-day operations to the staff
and committees. The board shall have up to 8 members. All board members are serving on a
voluntary basis and are not paid. In addition to that no board member can hold a position inside
the organization/company.
Section 2 – Board of Directors positions:
Director of Internal Operations: Ensuring all that is done (which includes contract, activities and
services rendered) are all working toward the organization’s mission. Ensure there are no
undisclosed conflicts of interest.
Director of Internal Organization: Ensures the organization obeys applicable laws and bylaws set
by the board.
Director of Public Relations: Ensures all activities support and build the organization image and
reputation in the community.
Funding Chair – Assures organization meets fundraising and sponsorship goals.
Director of Clinical Operations: Ensures the organization is using best practices and providing
quality care to all clients.
President: Organize meetings, track changes and manage staff.
Section 3 – Requirements for Board of Director positions:
President – Managerial skill set
Administrator – Secretarial skill set
Internal Organizations –
Public Relations – experience with social media and marketing
Clinical Relations – licensed mental health professional or strong background in mental health
services at the MA level
Internal Operations – experience in developing, implementing and reviewing policies and
procedures; oversee budgeting, reporting and auditing
Funding Officer- Experience in processing payments, invoices, preparing budgets and collection
of financial documents
Director of Asset Management – ensuring that the organization is making good use of all of our
assets
Director of Internal Operations – ensuring all that is done (to include contracts, activities and
services rendered) are all working toward the organization’s mission. Ensure there are no
undisclosed conflicts of interest
Director of Internal Organization – ensures the organization obeys applicable laws and bylaws
set by the board
Director of Public Relations – ensures all activities support and build the organization image and
reputation in the community
Funding Chair – assures organization meets fundraising and sponsorship goals
Director of Clinical Operations – ensures the organization is using the best practices and
providing quality care to all clients

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President – organize meetings, track changes and manage staff.
Section 4 – Terms: All board members shall serve three-year terms, and are eligible for re-
election for up to three consecutive terms.
Section 4 – Meetings: Board will meet once per quarter (up to 4 times per year ) via Zoom.
President will set meeting date at least 1 month in advance. All members are required to be
present for board meetings, if board member has an unavoidable conflict they are welcome to
send a member of their committee to sit in their place. This person will not be able to vote or
make decisions in place of member. Meeting will last anywhere from 1 hour to 1 hour 30
minutes. President will open and close all meetings with a second from any board member, and
secretary will keep minutes in absence of recording. Recording will be kept in drop box and
made available to all board members at the adjournment of meeting. If manual minutes are taken,
minutes will be made available to board members at least 72 hours after adjourning of meeting.
President may designate secretary as time keeper or any other board member of president’s
choice in absences of secretary.
Section 5 – Voting: President will introduce idea to be voted via email so that members will have
a chance to ask questions and conduct research prior to voting during meetings. A vote can be
passed with 1/3 of board members approval. Voting will be conducted via survey monkey or any
other anonymous voting source.
Section 6 – Qualification of board members: We expect anyone applying to hold a place on the
board to believe in our mission statement and is able to uphold the organizations values. Board
members are expected to be law abiding citizens and have no open DSS cases or involvement
with DSS within the past 10 years.
Section 7- Quorum: A quorum must be attended by at least fifty percent of board members for
business transactions to take place and motions to pass.
Section 8- Vacancies: When a vacancy on the board exists mid-term, the secretary must receive
nominations for new members from present board members three weeks in advance of a board
meeting. These nominations shall be sent out to board members with the regular board meeting
announcement, to be voted upon at the next board meeting. These vacancies will be filled only to
the end of the particular board member’s term.
Section 9 – Resignation, termination and absences: Resignation from the board must be in
writing and received by the secretary. A board member shall be terminated from the board due to
excess absences, more than two unexcused absences from board meetings in a year. A board
member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 – Special meetings: Special meetings of the board shall be called upon the request of
the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary
to each board member at least three weeks in advance.

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Section 11 – Remote communication for meetings: Any meeting of directors may be conducted
solely by one or more means of remote communication through which all directors may
participate in the meeting, if notice of the meeting is given as described in Section 3 and if the
number participating is sufficient to constitute a quorum as described in Section 6. Remote
communication includes but is not limited to telephone, video the Internet, or such other means
by which persons may communicate with each other on a substantially simultaneous basis.
Participation in a meeting by any of the above-mentioned means constitutes attendance at a
meeting.
Section 12 – Action without a meeting: Upon initiative of the board chair or Executive
Committee, an action that may be taken at a regular or special meeting may be taken without a
meeting if the secretary mails or electronically delivers a ballot to every director entitled to vote
on the action. The ballot must set forth each proposed action and provide an opportunity to vote
for or against each proposed action. Approval by ballot is valid only if the number of votes cast
by ballot equals or exceeds the number of votes that would be required to approve the action at a
meeting.
Section 13 – Board Task:
1. Hire and set salaries for the CEO and COO
2. Fundraising (planning)
3. Advocate for the nonprofit mission
4. Track industry trends while keeping a pulse on the organization activity to ensure they are
moving in the right direction
5. Recruit and train other board members
6. Create and serve in committees
7. Create and vote on bylaws
9. Financial oversight
10. Resource oversight
11. legal and ethical accountability
12. Enhance public standing
13. Determine, monitor, and strengthen programs and services.
14. Approve budgets
15. Maintain effective records of activities for contingency.
ARTICLE IV — COMMITTEES

Section 1 – Committee formation: The board may create ad hoc committees as needed, such as
fundraising, housing, public relations, data collection, etc. Standing committees shall include, but
are not limited to: Executive Committee, Personnel Committee, Finance Committee, Audit
Committee and Nominating Committee. The board chair appoints all committee chairs.
Section 2 – Executive Committee: The four officers serve as the members of the Executive
Committee. Except for the power to amend the Articles of Incorporation and bylaws, the
Executive Committee shall have all the powers and authority of the board of directors in the

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intervals between meetings of the board of directors, and is subject to the direction and control of
the full board. A quorum of the Executive Committee shall be 75 percent of the officers.
Section 3 – Finance Committee: The treasurer is the chair of the Finance Committee, which
includes three other board members. The Finance Committee is responsible for developing and
reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board
members. The board must approve the budget and all expenditures must be within budget. Any
major change in the budget must be approved by the board or the Executive Committee. The
fiscal year shall be the calendar year. Annual reports are required to be submitted to the board
showing income, expenditures, and pending income. The financial records of the organization
are public information and shall be made available to the membership, board members, and the
public.

ARTICLE V — DIRECTOR AND STAFF

Section 1 – Executive Director: The executive director is hired by the board. The executive
director has day-to-day responsibilities for the organization, including carrying out the
organization’s goals and policies. The executive director will attend all board meetings, report on
the progress of the organization, answer questions of the board members and carry out the duties
described in the job description. The board can designate other duties as necessary.

ARTICLE VI – AMENDMENTS

Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority
of the full board of directors. Proposed amendments must be submitted to the secretary to be sent
out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote
on [MONTH/DAY/YEAR]
Secretary _____________________________ Date __________