Legal Documents of Citizens For Healing

Organization, as of 11/04/2024

Carl Porter is the Sole Director and Chair.
Alan Fletcher is not a director, and holds the offices of CEO, Secretary and Treasurer.
The association has "advisory" members, with no voting rights.

The official mailing address is:
Alan Fletcher,
PO Box 206,
Lucerne CA 95458

The official email is admin@citizensforhealing.org

History.

C4H has operated since Occtober 2020 as an intentionally UN-organized group of people, with no official organization, and thus no officers. It was in this form that the BGN, begins our name-change proposal as: "This proposal is to change the name of Kelseyville, an unincorporated community in Lake County, to Konocti. The proponent represents a group called Citizens for Healing ...".
 
Formation Meeting Aug 11, 2024 4-6 pm

This was the regular monthly meeting of C4H, and was announced on the front page of our website citizensforhealing.org An agenda and zoom invite were published on the c4h@groups.io mailing list on the morning of the meeting. It was a hybrid in-person/Zoom meeting, but nobody attended via Zoom.

Citizens For Healing hereby organizes as an association with Carl Porter as chairman and only member of the board, and Alan Fletcher as Secretary and Treasurer.

The chairman will develop bylaws and may appoint up to four additional board members.

Board members shall be registered voters in Lake County, CA,

Yes: 4 Alan Fletcher, Lorna Sides, Carl Porter, Arnaud Hubert
No: 0
Abstain: 2 Dallas Cook, Francis Ford

Alan Fletcher - as a participant in Citizens For Healing 8/14/24

Minutes of Decision by the Chair of Citizens For Healing:

Carl Porter 8/12/24 4:42 PM
I approve:
1. the Articles of Association and Bylaws
2. Alan Fletcher as CEO, Secretary and Treasurer.

Acting as Chair of Citizens for Healing.
Carl Porter

Recorded and published: Alan Fletcher (Secretary) 8/12/24
 

Articles of Association and Bylaws of Citizens For Healing Association (C4HA)


This is Version 2, which incorporates the Articles and Bylaws.
Approved, Carl Porter Sept 22, 2024

Article I: Name

The name of the association shall be "Citizens For Healing Association", commonly abbreviated as C4HA.

Article II: Purpose

The purpose of the Citizens For Healing Association (C4HA) is to promote the common good and general welfare of the community through civic betterment and social improvements. C4HA is dedicated to fostering intergroup and race relations, enhancing community well-being, and advocating for social justice. The organization will engage in educational programs, advocacy, and direct action that support these goals. C4HA may conduct business activities whose profits will be used to further these social welfare objectives. C4HA may engage in unlimited lobbying efforts ("issue advocacy") related to its social welfare purposes. Additionally, it may participate in political campaign interventions ("express advocacy"), provided these activities do not comprise the primary focus of the organization.

Article III: Principal Office

The principal office of the organization will be located in Lake County, California. The organization may have other offices as designated by the Board of Directors.

Article IV: Board of Directors

The organization shall be governed by a Board of Directors consisting of between 1 and 7 directors who are registered voters of Lake County, CA.

If there are more than two directors, the board shall elect a Chair and a Vice-chair. The Board shall have the authority to appoint and dismiss directors, and set policies and procedures for the governance of the organization.

If there are 5 or more directors they shall serve renewable 2-year terms, initially on a staggered basis.

The board is expected to set policies, and supervise their implementation by its officers (who might be directors).

In the event that there are NO directors, then an officer or other person shall immediately assume the position of "Temporary Sole Director" until at least one new director is appointed. The precedence for officers to fill this role is CEO, Treasurer, Secretary, or other officer (in order of creation of the office).

If no officer is willing and able to take this temporary position, then the advisory members shall, by consensus, appoint one of themselves, or any other person, as Temporary Sole Director. This limited action does not confer any other voting rights.

If no new director is appointed within a reasonable timeframe (not to exceed 3 months), the Temporary Sole Director shall dissolve the association.

Article V: Officers

The statutory officers of the organization shall include a Chief Executive Officer, Secretary, and Treasurer, who may, but need not be, directors.

The Board may create and fill additional optional officer positions as deemed necessary.

Officers who are not directors may serve voluntarily, may be reimbursed for expenses, may be retained as an independent contractor, or may receive a salary or stipend at the board's discretion.

Officers may be appointed or dismissed at the pleasure of the board, except that any paid position shall be subject to labor laws.

Any individual may hold multiple offices.

Article VI: Committees and Special Agents

The Board of Directors may establish committees as needed to promote the purposes and carry out the work of the organization.

The Board of Directors may establish a "Special Agent With Limited Authority" (SAWLA) for a specific task or function.

The CEO will fill such committees or appoint Special Agents With Limited Authority

Article VII: Members

Individuals may be admitted as advisory members by the Chief Executive Officer. They have no voting or other rights. In the case of rejection or expulsion an individual may appeal to the Board of Directors. Members may be required to pay a membership fee as determined by the Board.

Article VIII: Meetings

Meetings of the Board of Directors shall be held at least quarterly and may be conducted in person, via Zoom, hybrid, or by email as circumstances dictate. Emergency meetings may be called by the Chair with adequate notice, and may be conducted by telephoning all individual directors, provided a quorum is met. In exceptional cases the chair may make a decision, provided the full board is notified within 24 hours.

Article IX: Quorum

A quorum for Board meetings shall be

1 director : 1
2 or 3 directors: 2
4 to 7 directors : 3
more than 7 directors: one-third of the sitting directors, rounded up to the nearest whole number.

In case of a tie, the Chair shall have a casting vote.

Article X: General and Fiscal Policies

The organization shall adopt and maintain a conflict of interest policy to protect the integrity of its decision-making processes.

The fiscal year of the organization shall be determined by the Board of Directors.

All general and financial activities shall be managed according to common good practice.

Article XI: Relationship to the "Unorganized" Citizens For Healing (C4H)

For historical reasons, the old, "un-organized" version Citizens For Healing (C4H) is expected to continue its activities as a loose affiliation of "supporters", but is legally separate, is not under the control of C4HA, and the opinions of supporters are not necessarily the opinions of C4HA.

Article XII: Amendment of Articles and Bylaws

The Articles of Association may be amended by a majority vote of the Board of Directors at any regular or special meeting, provided that the proposed amendment has been submitted in writing and included in the notice of the meeting.

The Articles and Bylaws may be held in one or two documents, provided each contains this amendment clause.

Article XIII: Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. If assets are distributed to an association, preference shall be given to a local organization with similar goals, any local organization, or any regional, state or national organization.

Article XII: Severability and Headers

If any provision of these Articles of Association and Bylaws, or the application thereof to any person or circumstance, is held invalid by a judicial authority, such invalidity shall not affect other provisions or applications of the Articles or Bylaws that can be given effect without the invalid provision or application. To this end, the provisions of these Articles of Association and Bylaws are declared to be severable.

Headers are not controlling.

Approved ......

 
The following are the original articles and bylaws.

Articles of Association of Citizens For Healing (C4H)


These are the "Founding Articles of Association" as referenced in the Bylaws.

Article I: Name

The name of the association shall be Citizens For Healing, commonly abbreviated as C4H.

Article II: Purpose

The purpose of Citizens For Healing (C4H) is to promote the common good and general welfare of the community through civic betterment and social improvements. C4H is dedicated to fostering intergroup and race relations, enhancing community well-being, and advocating for social justice. The organization will engage in educational programs, advocacy, and direct action that support these goals. C4H may conduct business activities whose profits will be used to further these social welfare objectives. Additionally, C4H may engage in unlimited lobbying efforts related to its social welfare purposes and participate in political campaign interventions, provided these activities do not comprise the primary focus of the organization.

Article III: Principal Office

The principal office of the organization will be located in Lake County, California. The organization may have other offices as designated by the Board of Directors.

Article IV: Board of Directors

The organization shall be governed by a Board of Directors consisting of between 1 and 7 directors who are registered voters of Lake County, CA. If there are more than two directors, the board shall elect a Chair and a Vice-chair. The Board shall have the authority to appoint and dismiss directors, and set policies and procedures for the governance of the organization.

If there are 5 or more directors they shall serve renewable 2-year terms, initially on a staggered basis.

Article V: Officers

The officers of the organization shall include a Chief Executive Officer, Secretary, and Treasurer, who may, but need not be, directors.

The Board may also create and fill additional optional officer positions as deemed necessary.

Officers who are not directors may serve voluntarily, may be reimbursed for expenses, may be retained as an independent contractor, or may receive a salary or stipend at the board's discretion.

Officers may be appointed or dismissed at the pleasure of the board, except that any paid position shall be subject to labor laws.

Any individual may hold multiple offices.

Article VI: Committees

The Board of Directors may establish committees as needed to promote the purposes and carry out the work of the organization.

Article VII: Members

Individuals may be admitted as honorary members by the Chief Executive Officer. They have no voting or other rights. In the case of rejection or expulsion an individual may appeal to the Board of Directors. Members may be required to pay a membership fee as determined by the Board.

Article VIII: Meetings

Meetings of the Board of Directors shall be held at least quarterly and may be conducted in person, via Zoom, hybrid, or by email as circumstances dictate. Emergency meetings may be called by the Chair with adequate notice, and may be conducted by telephoning all individual directors, provided a quorum is met. In exceptional cases the chair may make a decision, provided the full board is notified within 24 hours.

Article IX: Quorum

A quorum for Board meetings shall be

1 director : 1
2 or 3 directors: 2
4 to 7 directors : 3
more than 7 directors: one-third of the sitting directors, rounded up to the nearest whole number.

In case of a tie, the Chair shall have a casting vote.

Article X: General and Fiscal Policies

The organization shall adopt and maintain a conflict of interest policy to protect the integrity of its decision-making processes.

The fiscal year of the organization shall be determined by the Board of Directors.

All general and financial activities shall be managed according to common good practice.

Article XI: Amendment of Articles

The Articles of Association may be amended by a majority vote of the Board of Directors at any regular or special meeting, provided that the proposed amendment has been submitted in writing and included in the notice of the meeting.

Article XII: Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article XII: Severability and Headers

If any provision of these Articles of Association, or the application thereof to any person or circumstance, is held invalid by a judicial authority, such invalidity shall not affect other provisions or applications of the Articles that can be given effect without the invalid provision or application. To this end, the provisions of these Articles of Association are declared to be severable.

Headers are not controlling.

Approved: Carl Porter, Chair and Sole Director 8/12/24 4:42 PM

 

By-Laws of Citizens For Healing (C4H)

All appropriate sections of the "Founding Articles of Association" - excluding Article XI: Amendment of Articles and Article XII: Severability and Headers -- are incorporated here as By-Laws.

Bylaw B1: Amendments to By-Laws

These By-Laws may be amended when necessary by a majority vote of the Board of Directors. Proposed amendments must be circulated in writing to all directors at least one week prior to a vote.

Bylaw B2: Severability and Headers

If any provision of these Bylaws , or the application thereof to any person or circumstance, is held invalid by a judicial authority, such invalidity shall not affect other provisions or applications of the Bylaws that can be given effect without the invalid provision or application. To this end, the provisions of these Bylaws are declared to be severable.

Headers are not controlling.

Approved: Carl Porter, Chair and Sole Director 8/12/24 4:42 PM



Site map: C4HA Home Page   Legal Documents   Membership Application Public Site

Updated 8/14/2024