Dianna Mann

LIFE CHANGING HEART INC. BYLAWS CLEVELAND, OHIO. 16/08/2024 ARTICLE I. NAME AND PURPOSE: Section 1. LIFE CHANGING HEART INC. LIFE CHANGING HEART INC. It shall be incorporated under the laws of the State of OHIO. Section 2. PURPOSE: “LIFE CHANGING HEART INC., this Corporations mission is to empower and transform the lives of homeless and young individuals by providing comprehensive support and resources tailored to their unique needs. We are committed to addressing the root causes of homelessness and disconnection among youth, fostering resilience, and facilitating pathways to self-sufficiency. OUR MISSION: LIFE CHANGING HEART INC., is a 501c3 organization whose mission is set out to empower and transform the lives of homeless and young individuals by providing comprehensive support and resources tailored to their unique needs. We are committed to addressing the root causes of homelessness and disconnection among youth, fostering resilience, and facilitating pathways to selfsufficiency. Through a combination of emergency assistance, long-term housing solutions, educational and vocational training, mental health support, and community integration, we aim to create a sustainable impact that promotes dignity, hope, and opportunities for a brighter future. OUR Mission is broken down into three facets: IMMEDIATE RELIEF AND SUPPORT:  Emergency Assistance: Provide urgent resources such as food, shelter, and medical care to address immediate needs of homeless and at-risk youth.  Crisis Intervention: Offer support through crisis counseling and connect individuals with appropriate services to stabilize their situation. EMPOWERMENT AND SKILL DEVELOPMENT:  Educational Programs: Facilitate access to educational opportunities, including tutoring, mentorship, and vocational training, to help young people build essential skills and achieve academic and career goals.  Employment Readiness: Provide job training, resume building, and employment placement services to equip individuals with the tools needed to secure and maintain meaningful employment. LONG-TERM STABILITY AND INTEGRATION:  Sustainable Housing Solutions: Develop and support long-term housing initiatives that offer stability and a safe environment for young people to rebuild their lives. LIFE CHANGING HEART INC.  Community and Mental Health Support: Promote mental wellness through counseling, peer support groups, and community engagement activities that foster a sense of belonging and personal growth. OUR FOUNDER’S STORY: LAKISHA KNUCKLES: I've observed the growing number of homeless individuals who are in desperate need of assistance, and it’s deeply concerning. Among them, I see many young people who face immense challenges and barriers to getting the help they need. This urgency drives my commitment to providing comprehensive support. Section 3. Non-Discrimination Policy Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, LIFE CHANGING HEART INC. shall recruit, employs, assigns and promotes staff, terminates employment, accepts patients, volunteers and board members, determines rates of pay and other benefits without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed. ARTICLE II. MEMBERSHIP The governing body of the Corporation shall consist solely of the BOARD OF DIRECTORS. ARTICLE III. BOARD OF DIRECTORS Section 1. Powers and Duties of the Board: The Board of Directors shall manage the business, property and affairs of the organization, and may exercise and delegate any and all of the powers of the organization as it sees fit, subject only to restrictions imposed by statute, the organization Articles of Incorporation, and these Bylaws. The Board of Directors shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct and discharge executive personnel; authorize meetings; review committee reports; and determine action to be taken. Section 2. Number of Directors and Compensation: The board shall have up to five (4), but not fewer than three (3) members. The board receives no compensation other than reasonable expenses. Section 3. Term: Board members shall be elected to two-year (2) terms and are eligible for election for up to two (2) consecutive terms. Directors may be renominated for service on the board following a one-year absence from the board. Lifetime service to the organization is limited to seven years but upon agreement a member can continue to serve on a temporary basis. Section 4. Elections: The Nominating Committee will nominate one person on for each of the available seats to be filled on the Board of Directors by November of each year. New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year. Section 5. Quorum: LIFE CHANGING HEART INC. A quorum will consist of a simple majority (51%) of the Board of Directors. A quorum of the Board of Directors must be present to conduct business. Section 6. Meetings: Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the President, Secretary, Treasurer, or by three other members of the Board of Directors. Section 7. Notice of Meetings: Written notice stating the place, date and hour of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of ten (10) days’ notice. Section 8. Electronic Meetings: Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting. Section 9. Resignations, Termination and Absences: Resignation from the board must be in writing and received by the President or the Secretary. Board members may be excused from attendance upon notification to the President prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences, more than three (3) unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors. Section 10. Vacancies: Vacancies occurring on the Board of Directors may be filled at any time by appointment of the President with approval of two-thirds (2/3) vote of the Board of Directors. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3. ARTICLE IV. OFFICERS Section 1. General The Officers of this Corporation shall be President, President Elect, Past President, CEO or Executive Director, Secretary, and Treasurer. Each Officer of this Corporation shall be a member of the Board of Directors. Section 2. Election and Terms of Office All officers, except for the CEO, shall be elected for a one (l) year term with no more than two (2) consecutive one-year terms in the same office. No one person may hold more than one office consecutively at the same time. Section 3. Resignation and Removal Whenever, in the judgment of the Board of Directors, the best interests of the organization will be served, any officer may be removed from office by the affirmative vote of two-thirds (2/3) of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the President or the Secretary. LIFE CHANGING HEART INC. Section 4. Vacancies In the event a vacancy occurs in any Officer's position, it shall be filled in the following manner until the next annual election: 1. President - The President Elect shall assume the office. 2. In case of vacancy in the office of both President and President Elect, the duties of the Office of President shall be performed by the Secretary, until replacements are elected by the Board. 3. The Board of Directors shall elect replacements for all other vacancies. Section 5. Duties and Responsibilities of Officers The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors. a. The President of the Board shall:  Preside at all meetings of the membership and all meetings of the Board of Directors and the Executive Committee;  Perform other duties customary to the Office of President, or as directed by the Board of Directors; and  Be an ex officio non-voting member of all committees. b. The President Elect of the Board shall:  Perform such duties as the President and/or the Board of Directors may determine;  In the absence of the President, shall perform the duties of the President; and  Serve as Chair of the Strategic Planning Committee and an ex officio member of the nominating committee. c.    d.   e. The CEO shall: Be appointed by the Board of Directors and shall serve as the salaried chief executive of LIFE CHANGING HEART INC. Be charged with the responsibility of operating, managing and directing the corporate business, including the employment of individuals to carry out the purposes of LIFE CHANGING HEART INC. and Execute bonds, mortgages and other contracts except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of The Past President of the Board shall LIFE CHANGING HEART INC.: Perform such duties as the President and/or the Board of Directors may determine; Serve as Chair of the Nominating Committee. The Secretary shall: Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee; and  Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.  f. The Treasurer shall:  Be the custodian of the corporate funds of LIFE CHANGING HEART INC. however received, save and except for such funds as the Board of Directors may from time to time entrust to the care and use of designated paid LIFE CHANGING HEART INC.      employees of LIFE CHANGING HEART INC.to be used exclusively for the operation LIFE CHANGING HEART INC. Serve as Chair of the Finance Committee; Disburse the funds of LIFE CHANGING HEART INC.as ordered by the Board of Directors; Oversee day-to-day authority for managing the finances of LIFE CHANGING HEART INC. Provide such financial reports and statements as the Board of Directors or Executive Committee may from time to time require or request; and Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board of Directors and the Executive Committee ARTICLE V. COMMITTEES Section 1. Committee formation The board may create committees as needed. The President appoints all committee chairs from the membership of the Board. Limited term task forces may be appointed by the President at any time with approval by the Executive Committee; standing and longer-term committees shall be created with the affirmation of majority vote of the board. Section 2. Executive Committee Board 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 intervals between meetings of the board of directors, and is subject to the direction and control of the full board. The uncompensated members of the Executive Committee shall be responsible for conducting the performance review of the CEO. Section 3. Finance Committee The treasurer is the chair of the Finance Committee, which has at minimum five {5} members. The Finance Committee is responsible for developing and reviewing fiscal procedures and 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. Section 3.1 Audit Task Force The Finance Committee on an annual basis shall appoint an audit task force who shall monitor the audit process. The task force shall be chaired by a member of the board that does not serve on the Finance Committee and shall have at minimum two (2) members from the Finance Committee represented. Section 4. Strategic Planning The Strategic Planning Committee shall be chaired by the President Elect of the board and consist of not less than five (5) members. The Committee shall monitor the implementation of the strategic plan. Section 5. Nominating Committee The nominating committee shall be chaired by the past president and consist of not less than three {3} members. Members of the nominating committee are not eligible for officer positions. The President Elect shall serve as an ex officio member of this committee. The committee shall be responsible for selecting a slate of directors and officers for consideration by the full board on an annual basis. LIFE CHANGING HEART INC. ARTICLE VI. EXECUTION OF DOCUMENTS Section 1. Documents, Obligations and Disbursements Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies which shall be reviewed on an annual basis by the board. ARTICLE VII. PARLIAMENTARY AUTHORITY Section 1. Fiscal Year The designated fiscal year of this corporation shall be January 1st to December 31st. Section 2. Parliamentary Authority The most recent edition of Robert’s Rules of Order shall serve as the Parliamentary Authority for the organization. ARTICLE VIII. INDEMNIFICATION Section 1. General Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or in testate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding. Section 2. Limitation of Liability Officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. ARTICLE IX. AMENDMENTS Section 1. Amendments The Governance Committee shall review the Bylaws annually. In order to amend the Bylaws, notice of the proposed amendment shall be delivered personally, electronically or by mail to each member of the Board of Directors at least two (2) weeks prior to the time of the vote on the proposed amendment. The Bylaws shall be amended by a two-third (2/3) vote of the Board of Directors. Bylaws certified by Board of Directors: LIFE CHANGING HEART INC. Dated: ________________ _______________________________________ Secretary, Board of Directors ______________________________________ President, Board of Directors LIFE CHANGING HEART INC.