BYLAWS OF ACTION FOR GOOD

Article 1 BOARD OF DIRECTORS 

General Powers 

1. The business and affairs of the Corporation will be managed by or under the directors of the board. 

Number, Tenure, and Quorum 

2. The board will consist of ten members, each of whom will be a natural person. Each director will hold office for a one-year term or until that Director's earlier resignation or removal. Any Director may resign at any time upon notice. In order to take formal action at a meeting of the Directors, a quorum consisting of at least six members, representing a majority of the total number of eligible voting Directors, will be required. 

Regular Meeting 

3. Regular meetings of the Board will be held once per month. 

Special Meetings 

4. Special meetings of the Board may be at the request of the Chair or by at least six Directors, which represents the majority. The person or persons calling that special meeting of the Board may fix any date, time, or place. 

Notice 

5. Reasonable written notice of the date, time, and place of a special meeting of the Board will be given prior to the date set for that meeting. The notice will be given by the Secretary or one of the persons authorized to call Directors' meetings if the Secretary is absent.  

Action by Directors Without a Meeting 

6. Any action to be taken at any meeting of the Board or any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to it by electronic transmission and are filed with the minutes of proceedings of the Board or committee. This filing will be in electronic form if the minutes are maintained in electronic form. 

Remote Communication Meetings 

7. Remote communication means any electronic communication, including conference telephone, video conference, or any other method or forum currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other. 

8. A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting, and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.  

Vacancies and Newly Created Directorships 

9. If vacancies or newly created directorships occur due to an increase in the number of authorized Directors, the remaining Directors have the authority to appoint individuals to fill these positions. This applies when a majority of the Directors then in office, although less than a quorum, or a sole remaining Director, will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual meeting of the Board. 

10. When one or more Directors resign from the Board, and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the board.  

Organization 

11. Meetings of the Board will be presided over by the President, or in the President's absence by the Vice Chair at the meeting. The Secretary shall serve as the meeting's recorder, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting. 

Chair of the Board 

12. The Chair of the Board, if present, will preside at all meetings of the Board and exercise and perform any other authorities and duties as may be from time to time delegated by the Board. 

Article 2 COMMITTEES 

Appointment 

13. The Board may designate one or more committees, each consisting of one or more Directors. 

14. If a committee member is absent or disqualified, the remaining committee members who are present and eligible to vote, whether or not they form a quorum, may unanimously appoint another Board member to serve temporarily.  

15. The committee or committees, to the extent provided in the resolution of the Board, will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the Corporation's seal to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters: 

• Adopting, amending, or repealing any Bylaws of the Corporation. 

Tenure 

16. Each member of a committee will serve at the pleasure of the Board. 

Meetings and Notice 

17. The procedures for calling Directors' meetings and the related notice requirements, as set out in these Bylaws, will apply to any committee designated by the Board, as appropriate.  

Quorum 

18. The requirements for a quorum for the Board, as set out in these Bylaws, will apply to any committee designated by the Board as appropriate. 

Action Without a Meeting 

19. The requirements and procedures for actions without a meeting for the Board, as set out in these Bylaws, will apply to any committee designated by the Board as appropriate. 

Resignation and Removal 

20. Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member may resign at any time by giving notice to the Chair of the Board of the Corporation. 

Vacancies 

21. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board. 

Article 3 OFFICERS 

Appointment of Officers 

22. The Officers of the Corporation will consist of the Chair, Vice Chair, Treasurer, Secretary, Historian, and Project Manager. 

23. All other Officers will be hired by the Executive Director or Chair. 

Term of Office 

24. Each Officer will hold office until a successor is duly appointed and qualified or until the Officer's death or until the Officer resigns or is removed as provided in these Bylaws. 

Removal 

25. Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided. 

Vacancies 

26. The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise. 

Chair 

27. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chair will be: 

• To have the general management and supervision, direction, and control of the business and affairs of the Corporation; 

• To ensure that all orders and resolutions of the Board are effectively carried out. 

• To maintain records of and certify, whenever necessary, all proceedings of the Bard; 

• To put the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the opinion of the President, should be executed on behalf of the Corporation; an, subject to the instructions of the Board, to have general change of the property of the Corporation and to supervise and manage all Officers, agents and employees of the Corporation; and 

• To perform all other duties and carry out other responsibilities as determined by the Board. 

Vice Chair 

28. Subject to the control and supervisory powers of the Board and the Chair, the powers and duties of the Vice Chair will be: 

• To assist the Chair in the general management, supervision, direction, and control of the business and affairs of the Corporation, as requested or assigned by the Chair or the Board; 

• To act in place of the Chair and assume all powers and duties of the Chair in the event of the Chair’s absence, incapacity, resignation, or removal, until the Chair resumes duties or a successor is appointed; 

• To support the execution of Board orders and resolutions, and to assist in ensuring that such orders and resolutions are effectively carried out; 

• To perform oversight or liaison functions as delegated by the Chair or Board, including coordination with Officers, committees, agents, or employees of the Corporation; 

• To review and assist with governance and compliance matters, including policies, procedures, and Board effectiveness, as assigned by the Board; 

• To carry out special assignments or initiatives authorized by the Board or delegated by the Chair; and 

• To perform all other duties and carry out other responsibilities as determined by the Board or delegated by the Chair. 

Treasurer 

29. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be: 

• To keep accurate financial records for the Corporation; 

• To prepare and submit to the Board annual reports detailing the financial status of the Corporation, assistance with Board Liaison and Executive Director; and 

• To perform all other duties and carry out other responsibilities as prescribed by the Board or the Chair. 

Secretary 

30. The Secretary will perform the following duties: 

• Prepare the minutes of the meetings of the Board and keep those minutes in one or more books provided for that purpose; 

• Track attendance of each Director for each meeting; and 

• Perform all duties incidental to the office of Secretary and any other duties as from time to time may be delegated to the Secretary by the President or the Board.  

Membership Committee Chair 

31. The Membership Committee Chair will perform the following duties:  

• Overseeing member participation, including tracking member hours and points in accordance with organizational requirements; 

• Ensuring the preparation of a monthly Membership Participation Report, and presenting such report to the Board at its regular monthly meetings; 

• Assigning a committee member to complete and compile the Membership Participation Report each month; 

• Holding monthly check-in meetings with members or committee representatives to review participation, address concerns, and ensure alignment and accountability; and 

• Leading Membership Committee meetings to promote collaboration, communication, and a shared commitment to the goals and values of the organization. 

Meetings Committee Chair 

32. The Meetings Committee Chair will perform the following duties: 

• Developing engagement activities for each regular member meeting to encourage participation, collaboration, and interest; 

• Facilitating discussions within the Meetings Committee to gather, review, and refine ideas for meeting activities and formats; 

• Ensuring committee member engagement and collaboration in the planning of meeting content and activities; 

• Presenting proposed meeting activities and plans to the Board of Directors for review and approval prior to each meeting, as required; and 

• Leading Meetings Committee meetings to support effective planning, communication, and teamwork. 

Outreach Committee Chair 

33. The Outreach Committee Chair will perform the following duties: 

• Develop and coordinate outreach initiatives to promote Action For Good’s mission, programs, and events within the community; 

• Build and maintain relationships with community partners, schools, nonprofits, businesses, and local organizations to expand awareness and collaboration; 

• Lead the Outreach Committee by facilitating planning meetings, encouraging idea-sharing, and assigning outreach-related tasks as needed; 

• Coordinate promotional efforts for events, service projects, and initiatives in collaboration with relevant committees or officers; and 

• Report outreach activities and progress to the Board of Directors at regular meetings, including updates on partnerships and engagement efforts. 

Serving Committee Chair 

34. The Serving Committee Chair will perform the following duties: 

• Identify and develop relationships with service organizations and community partners to create new volunteer opportunities; 

• Plan and schedule service events to ensure the organization’s calendar remains full and balanced with meaningful volunteer activities; 

• Coordinate with partner organizations to confirm event details, expectations, and participation requirements; 

• Lead the Serving Committee by facilitating planning meetings, encouraging collaboration, and assigning responsibilities related to service projects; and 

• Report service activities and upcoming opportunities to the Board of Directors at regular meetings. 

Governance Committee Chair 

35. The Governance Committee Chair will perform the following duties:  

• Ensure compliance with the organization’s bylaws and policies by the Board, officers, and committees; 

• Oversee the nominations process for officer and committee positions, ensuring fairness and transparency; 

• Review and verify candidate eligibility for all officer and committee roles in accordance with bylaws and organizational requirements; 

• Lead the Governance Committee by facilitating meetings, coordinating responsibilities, and ensuring alignment with organizational governance practices; and 

• Report on governance matters to the Board of Directors, including bylaw compliance, nominations updates, and recommended governance improvements. 

Board Liaison 

36. The Board Liaison will perform the following duties: 

• Serve as the primary communication link between the board and staff
• Attend board and relevant committee meetings to share updates and ensure alignment
• Communicate board decisions, feedback, and expectations to staff and volunteers
• Relay staff updates, concerns, and recommendations back to the board
• Support board engagement, governance, and follow-up on board actions 

Article 4 LOANS, CHECKS, DEPOSITS, CONTRACTS 

Loans 

37. Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidence of indebtedness in its name. The authorization of the Board for the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation, and in a manner as will from time to time be determined by resolution of the Board.  

Checks, Drafts, Notes 

38. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation, and in a manner as will from time to time be determined by resolution of the Board. 

Deposits 

39. All funds of the Corporation not otherwise needed for immediate use will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board. 

Fiscal Year End 

40. The fiscal year-end of the Corporation is December 31st. Records that must be recorded: 

• Donations received 

• Grants or sponsorships 

• Expenses (events, supplies, marketing, etc) 

• Bank Statements 

• Receipts 

Info will be used in annual filings.  

IRS filing deadline is May 15 of the following year. 

990-N (e-Postcard).  

Annual Report filing with NC Secretary of State (due April 15) 

Steps for Annual Budget: 

• November: Draft Budget (Cannot exceed $50,000 for the Annual Budget) 

• December: Board review & approval 

• January 1: Budget takes effect 

• Quarterly: Financial check-ins 

What to include: 

• Expected income 

• Donations 

• Sponsorships 

• Fundraisers/events 

• Grants (if any) 

• Expected expenses 

• Program costs 

• Supplies & events 

• Marketing 

• Insurance, fees, software 

• Emergency reserve (even small) 

Voting Securities Held by the Corporation 

41. The Chair, or another Officer or agent designated by the Board, will, with full power and authority, attend, act, and vote, on behalf of the Corporation, at any meeting of Security holders or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At that meeting, the Chair or other delegated agent will have and execute any and all rights and powers incidental ot the ownership of the securities or interests that the Corporation holds. 

Contracts 

42. The Board may give authority to any Officer or agent to make any contact or execute and deliver any instrument in the name of the Corporation and on its behalf, and that authority may be general or specific. 

Loans to Employees and Officers 

43. The Corporation may not lend money to, or guarantee any obligation of, or otherwise assist, any Officer or employee of the Corporation or any subsidiary of the Corporation, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation.  

Article 5 CONFLICT OF INTEREST 

Purpose 

44. The purpose of the conflict of interest policy is to protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit a private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.  

Definitions 

45. Any Director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 

46. A person has a financial interest if the person has, directly or indirectly through business investment, or family: 

• An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; 

• A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or  

• A potential ownership or investment interest in, or compensation arrangement with, any entity, or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 

A financial interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.  

Procedures 

47. Duty to Disclose 

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial interest and be given the opportunity to disclose all material facts of the Directors and members of committees with governing Board delegates power, considering the proposed translation or arrangement. 

48. Determining Whether a Conflict of Interest Exists 

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the interested Person shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists,  

49. Procedures for Addressing the Conflict of Interest 

• An interested Person may take a presentation at the governing Board or committee meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

• The Chair of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

• After exercising due diligence, the governing Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  

• If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.  

50. Violations of the Conflicts  

• If the governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and allow the member to explain the alleged failure to disclose.  

• If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.  

Records of Proceedings 

51. The minutes of the governing Board and all committees with Board-delegated powers shall contain: 

• The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the governing Board's or committee's decision as to whether a conflict of interest existed.   

• The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

Compensation 

52. A voting member of the governing Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.  

53. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.  

54. No voting member of the governing Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

Annual Statements 

55. Each Director, principal Officer, and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person: 

• Has received a copy of the conflicts of interest policy; 

• Has read and understands the policy; 

• Has agreed to comply with the policy; and 

• Understands the Corporation is charitable and to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.  

Periodic Review 

56. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic review shall be conducted. The periodic review shall, at a minimum, include the following subjects: 

• Whether compensation arrangements and benefits are reasonable, based on competent survey information. and the result of arm's length bargaining. 

• Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and fo not result in insurance, impermissible private benefit, or in an excess benefit transaction.  

Use of Outside Experts 

57. When conducting the periodic review, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted. 

Article 6 CHAPTERS 

58. All Board members or agents must lay out how each Action For Good Chapter will be laid out. Each chapter must align with each school organization's rules and must have a group of at least 10 individuals with an interest. 

59. Each chapter's approval must be presented to the President of the Board of Directors for approval. 

60. Each new chapter must be voted for approval by the Board of Directors with a majority vote. 

The Directors

The Bylaws have been duly adopted by the Corporation on this 6th day of August, 2025.