CONSTITUTION AND BYLAWS

ARTICLE I

NAME

1.01   Name

The name of this organizational shall be True Christian Volunteers. The business of the organization shall be conducted as Christian run charity organization.

ARTICLE II

PURPOSES AND POWERS

2.01 Purpose

True Christian Volunteers is a non-profit organization and shall be operated exclusively for charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

True Christian Volunteers purpose is to address, educate, coordinate, and provide aid and relief to eradicate poverty and hunger on a local, national, regional, and international level.

True Christian Volunteers will provide help to the neediest both young and old through the six fundamental area of human endeavors raging from Education, Environment, Governance, health, livelihood, and social responsibility of corporation in developing country.

The True Christian Volunteers website will provide facts, statistics, and other related data on current efforts and solutions to achieve her goals.

Our programs include sending out ambassadors to raise social consciousness about the cause on a local and global level, and to hold fundraising events to provide immediate relief and assistance to our beneficiaries regardless of their race, ethnicity, or religion, ultimately; To Streamline Youth Senses Towards Evangelical Missionary Services (TCV-Systems).

To maximize our impact on current efforts; we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for charity purposes.

At times, per the discretion of the board of Advisors, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs to have a greater impact for change.

2.02 Powers

The organization shall have the power, directly or indirectly, alone or in conjunction or partner with others, to do all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the program is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.  The powers of the organization may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.

2.03 Nonprofit Status and Exempt Activities Limitation.

(a) Nonprofit Legal Status.  True Christian Volunteers is a California non-profit public benefit organization, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

(b) Exempt Activities Limitation.  Notwithstanding any other provision of these Bylaws, no advisors, officer, employee, member, or representative of this program shall take any action or carry on any activity by or on behalf of the organization not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.  No part of the net earnings of the organization shall inure to the benefit or be distributable to any Advisor, officer, member, or other private person, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.

(c) Distribution Upon Dissolution.  Upon termination or dissolution of the True Christian Volunteers, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose like the terminating or dissolving corporation.

The organization to receive the assets of the True Christian Volunteers here under shall be selected in the discretion of most of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper authority against the True ChristianVolunteers, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of California.

If the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose like the True Christian Volunteers, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of California to be added to the general fund.

ARTICLE III

MEMBERSHIP

3.01 No Membership Classes

The organization shall have no members who have any right to vote or title or interest in or to the organization, its properties, and franchises.

3.02 Non-Voting Affiliates

The board of Advisors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board.  Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the program.  The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations.   At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent.  At the discretion of the board of advisors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights and are not members of the corporation.

3.03 Dues

Any dues for affiliates shall be determined by the board of Advisors.

ARTICLE IV

BOARD OF ADVISORS

4.01 Number of Board of Advisors

True Christian Volunteers shall have a board of advisors consisting of at least 3 and no more than 7Advisors.  Within these limits, the board may increase or decrease the number of Advisors serving on the board, including for the purpose of staggering the terms of Advisors.

4.02 Powers

All Program powers shall be exercised by or under the authority of the board, in collaboration with the CEO/Visionary President and affairs of True Christian Volunteers. TRUE Christian Volunteers shall be managed under the direction of the board, except as otherwise provided by law.

4.03 Terms

(a)  All Advisors shall be elected to serve a one-year term; however, the term may be extended until a successor has been elected.

(b)  Advisor terms shall be stated so that half the number of Advisors will end their terms in any given year.

(c)   Advisor may serve terms in succession.

(d)  The term of office shall be considered to begin January 1 and end December 31 of the second year in office unless the term is extended until a successor has been elected.

4.04 Qualifications and Election of Advisors

To be eligible to serve as Advisor on the board of Advisors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of Advisors.  Advisors may be elected at any board meeting by the majority vote of the existing board of Advisors.  The election of Advisors to replace those who have fulfilled their term of office shall take place in January of each year.

4.05 Vacancies

The board of Advisors may fill vacancies due to the expiration of an Advisor’s term of office, resignation, death, or removal of an advisor or may appoint new advisor to fill a previously unfilled board position, subject to the maximum number of Advisors under these Bylaws.

(a) Unexpected Vacancies.  Vacancies in the board of Advisors due to resignation, death, or removal shall be filled by the board for the balance of the term of the Advisors being replaced.

4.06 Removal of Advisors

An Advisor may be removed by two-thirds (?) vote of the board of Advisors in office, 

(a) If the Advisor is absent and unexcused from two or more meetings of the board of Advisors in a twelve-month period.  The board Chairperson/Chairlady is empowered to excuse Advisors from attendance for a reason deemed adequate by the board. The board chair shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board Vice Chair shall excuse the board Chairperson/Chairlady or

(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the Advisor in question is given electronic or written notification of the board’s intention to discuss his/her case and is given the opportunity to be heard at a meeting of the board.

4.07 Board of Advisors Meetings.

(a)   Regular Meetings.  The board of Advisors shall have a minimum of four (4) regularmeetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days’ notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours’ notice delivered personally or by telephone.  Notice of meetings shall specify the place, day, and hour of meeting.  The purpose of the meeting need not be specified.

(b)   Special Meetings.  Special meetings of the board may be called by the board Chair, Vice Chair, secretary, treasurer, or any two (2) other Advisors of the board of Advisers. 

A special meeting must be preceded by at least 2 days’ notice to each Advisor of the date, time, and place, but not the purpose, of the meeting.

4.08 Manner of Acting.

(a) Quorum.  Most of the Advisors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

(b) Majority Vote.  Except as otherwise required by law or by the articles of incorporation, the act of most of the Advisors present at a meeting at which a quorum is present shall be the act of the board.

(C) Hung Board Decisions. On the occasion that Advisors of the board are unable to decide based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.

(d) Participation.  Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, Advisors may participate in a regular or special meeting using any means of communication by which all Advisors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.

4.09 Compensation for Board Service

Advisors shall receive no compensation for carrying out their duties as Advisors.  The board may adopt policies providing for reasonable reimbursement of Advisors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.

4.10 Compensation for Professional Services by Directors

Advisors are not restricted from being remunerated for professional services provided to the corporation.  Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

ARTICLE V

COMMITTEES

5.01 Committees

The board of Advisors may, by the resolution adopted by most of the Advisors then in office, designate one or more committees, each consisting of two or more Advisors, to serve at the pleasure of the board.  Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:

(a)  take any decisive action on matters which also requires board members’ approval or approval of most of all members.

(b)  fill vacancies on the board of Advisors of in any committee which has the authority of the board.

(c)  amend or repeal Bylaws or adopt new Bylaws.

(d)  amend or repeal any resolution of the board of Advisors which by its express terms is not so amendable or repeal able.

(e)  appoint any other committees of the board ofAdvisor or the members of these committees.

(f)  expend corporate funds to support a nominee for Advisor; or

(g)  approve any transaction.

(I)    to which the corporation is a party, and one or more Advisors have a material financial interest; or

(ii)    between the corporation and one or more of its Advisors or between the corporation or any person in which one or more of its Advisors have a material financial interest.

5.2 Meetings and Action of Committees

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the Advisors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of Advisors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of Advisors or by resolution of the committee.  Special meetings of the committee may also be called by resolution of the board of Advisors.  Notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.  Minutes shall be kept of each meeting of any committee and shall be filed with the organization records.  The board of Advisors may adopt rules for the governing of the committee consistent with the provision of these Bylaws.

5.3 Informal Action by The Board of Advisors

Any action required or permitted to be taken by the board of Advisors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum.  For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing.  The intent of this provision is to allow the board of Advisors to use email to approve actions, if a quorum of board members gives consent.

ARTICLE VI

OFFICERS

6.01 Board Officers

The officers of the organization shall be a board Chairperson/Chairlady, Vice-board Chairperson/Chairlady, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of Advisors.  Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional Vice-Presidents and such other officers as it deems expedient for the proper conduct of the business of the organization, each of whom shall have such authority and shall perform such duties as the board of Advisors may determine.  One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.

6.02 Term of Office

Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.

6.03 Resignation

Any officer may resign at any time by giving written notice to the organization and turn over every asset of the organization, if any. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice.  The acceptance of the resignation shall not be necessary to make it effective.

6.04 Board Chairman/Chairlady

The board Chairperson/Chairlady shall be the chief volunteer officer of the organization. The board Chairperson/Chairlady shall lead the board of Advisors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of Advisors, and shall perform all other duties incident to the office or properly required by the board of Advisors.

6.05 Vice Board Chairman/Chairlady

In the absence or disability of the board chairperson/chairlady, the ranking vice-board Chairperson/Chairlady or vice-board of Advisor chair designated by the board of Advisors shall perform the duties of the board Chair. When so acting, the Vice-board Chair shall have all the powers of and be subject to all the restrictions upon the board Chair.  The Vice-Chair shall have such other powers and perform such other duties prescribed for them by the board of directors or the board chair.  The Vice-board Chair shall normally accede to the office of board Chair upon the completion of the board Chair term of office.

6.06 Secretary

The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Advisors and committees of Advisors.  The minutes of each meeting shall state the time and place that it was held, and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws.  The secretary shall cause notice to be given of all meetings of Advisors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of Advisors or the board chair.  The secretary may appoint, with approval of the board, a Advisor to assist in performance of all or part of the duties of the secretary.

6.07 Treasurer

The treasurer shall be the lead Advisor for oversight of the financial condition and affairs of the organization.  The treasurer shall oversee and keep the board informed of the financial condition of the organization and of audit or financial review results.  In conjunction with other Advisors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the organization, are made available to the board of Advisors on a timely basis or as may be required by the board of Advisors.  The treasurer shall perform all duties properly required by the board of Advisors or the board Chair.  The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

6.08 Non Advisor Officers

The board of Advisors may designate additional officer positions of the organization and may appoint and assign duties to other non-Advisor officers of the corporation.

ARTICLE VII

CONTRACTS, CHECKS, LOANS

7.01 Contracts and other Writings

Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, grants, and other agreements of the organization shall be executed on its behalf by the treasurer or other persons to whom the organization has delegated authority to execute such documents in accordance with policies approved by the board.

7.02 Checks, Drafts

All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the organization, shall be signed by such officer or officers, agent, or agents, of the program and in such manner as shall from time to time be determined by resolution of the board.

7.03 Deposits

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depository as the board or a designated committee of the board may select.

7.04 Loans

No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.

ARTICLE VIII

MISCELLANEOUS

8.01 Books and Records

The organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of Advisors a record of all actions taken by board of Advisors without a meeting, and a record of all actions taken by committees of the board.  In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

8.02 Fiscal Year

The fiscal year of the organization shall be from January 1 to December 31 of each year.

8.03 Conflict of Interest

The board shall adopt and periodically review a conflict-of-interest policy to protect the organization’s interest when it is contemplating any transaction or arrangement which may benefit any Advisor, officer, employee, affiliate, or member of a committee with board-delegated powers.

8.04 Nondiscrimination Policy

The officers, Advisors, committee members, employees, and persons served by this organization shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.  It is the policy of True Christian Volunteers not to discriminate based on race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

8.05 Bylaw Amendment

These Bylaws may be amended, altered, repealed, or restated by a vote of most of the board of Advisors then in office at a meeting of the Board, provided, however,

(a)   that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,

(b)  that an amendment does not affect the voting rights of Advisors. An amendment that does affect the voting rights of Advisors further requires ratification by a two-thirds (?) vote of a quorum of Advisor at a Board meeting.

(c)   that all amendments be consistent with the Articles of Incorporation.

ARTICLE IX

COUNTERTERRORISM AND DUE DILIGENCE POLICY

In furtherance of its exemption by contributions to other organizations, domestic or foreign, True Christian Volunteers shall stipulate how the funds will be used and shall require the recipient to provide the program with detailed records and financial proof of how the funds were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, True Christian Volunteers willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate, and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

True Christian volunteers shall also comply and put into practice the federal guidelines, suggestion, laws, and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) regarding its foreign activities.

ARTICLE X

DOCUMENT RETENTION POLICY

10.01 Purpose

The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of True ChristianVolunteers' records.

10.02 Policy

Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

From time to time, True Christian volunteers may establish retention or destruction policies or schedules for specific categories of records to ensure legal compliance, and to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

Section 4. Electronic Mail. E-mail that needs to be saved should be either:

(i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XI

Transparency and Accountability

Disclosure of Financial Information with The General Public

11.01 Purpose

By making full and accurate information about its mission, activities, finances, and governance publicly available, True Christian Volunteers' practices and encourages transparency and accountability to the public. This policy will:

(a)    indicate which documents and materials produced by the organization are to staff and/or the public

(b)   indicate which documents and materials produced by the organization are closed to staff and/or the public

(c)    specify the procedures whereby the open/closed status of documents and materials can be altered.

The details of this policy are as follow:

11.03   Means and Conditions of Disclosure

True Christian volunteers shall make “Widely Available” the aforementioned documents on its internet website: www.truechristianvolunteers.org to be viewed and inspected by the public.

(a)    The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).

(b)   The website shall clearly inform readers that the document is available and provide instructions for downloading it.

(c)    True Christian Volunteers shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).

(d)   True Christian Volunteers shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

11.05 Board

(a)    All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.

(b)   All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.

(c)    All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.

11.06 Staff Records

(a)    All staff records shall be available for consultation by the staff member concerned or by their legal representatives.

(b)   No staff records shall be made available to any person outside the organization except the authorized governmental agencies.

(c)    Within the organization, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that

(d)   Staff records shall be made available to the board when requested.

11.07 Donor Records

(a)    All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.

(b)   No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.

(c)    Within the organization, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that.

(d)   donor records shall be made available to the board when requested.

ARTICLE XII

CODES OF ETHICS AND WHISTLEBLOWER POLICY

12.01 Purpose

True Christian Volunteers requires and encourages Advisors, officers, and employees to observe and practice ambitious standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the organization must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of True ChristianVolunteers to adhere to all laws and regulations that apply to the organization and the purpose of this policy is to support the program goal of legal compliance. The support of all True Christian Volunteers' staff is necessary to achieving compliance with various laws and regulations.

12.02 Reporting Violations

If any advisor, officer, staff, or employee believes that some policy, practice, or activity of True Christian Volunteers is in violation of law, a written complaint must be filed by that person with the CEO/Visionary President or the board Chairman/Chairlady.

12.03 Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.

12.04 Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

12.05 Handling of Reported Violations

The board Chair or Vice Chair shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.

This policy shall be made available to all Advisors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

ARTICLE XIII

AMENDMENT OF ARTICLES OF INCORPORATION

13.01 Amendment

Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of Advisors.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of True Christian Volunteers were approved by the True Christian Volunteer's board of Advisors on Monday March 21, 2022 and constitute a complete copy of the Bylaws of the organization.

Signature: __________________________

General Secretary

Witness:

•  

•  

•  

Attested by: __________________________________

CEO/Visionary President 

Approved by: _____________________________________

Board Chairman/Chairlady