Nonprofit Corporation Operating Agreement
I. Introduction
This Nonprofit Corporation Operating Agreement (the "Agreement") is entered into as of January 1, 2052, by and between [YOUR COMPANY NAME], a nonprofit corporation organized under the laws of the State of Massachusetts, and its directors, officers, and members (collectively referred to as the "Parties").
II. Purpose
The purpose of [YOUR COMPANY NAME] is to operate exclusively for charitable, educational, religious, or scientific purposes under Section 501(c)(3) of the Internal Revenue Code. The corporation shall conduct activities that align with its mission of providing housing and support services to underserved communities in Worcester, MA.
III. Governance
A. Board of Directors
Composition: The Board of Directors ("Board") shall consist of at least 5 directors but no more than 15 directors.
Responsibilities: The Board shall oversee the operations, approve budgets, and ensure compliance with applicable laws.
Election and Terms: Directors shall be elected by a majority vote of the current Board members for terms of 3 years.
Meetings: The Board shall hold regular meetings at least 4 times per year.
Quorum: A quorum for Board meetings shall consist of 60% of the directors.
B. Officers
Roles: The officers of the corporation shall include a President, Vice President, Secretary, and Treasurer.
Election and Duties: Officers shall be elected by the Board and serve terms of 2 years. Their duties include:
President: Oversee daily operations and preside over meetings.
Vice President: Assist the President and act in their absence.
Secretary: Maintain records and minutes of meetings.
Treasurer: Manage financial records and prepare reports.
IV. Membership
Membership in [YOUR COMPANY NAME] shall be open to individuals or entities who support its mission. Members shall:
Pay dues as established by the Board.
Have voting rights on matters specified in this Agreement or bylaws.
V. Financial Management
A. Fiscal Year
The fiscal year of the corporation shall begin on January 1 and end on December 31.
B. Budget
The Board shall adopt an annual budget, ensuring financial resources align with the corporation's goals and mission.
C. Tax Compliance
[YOUR COMPANY NAME] shall file all required tax documents to maintain its 501(c)(3) status and comply with state and federal regulations.
VI. Indemnification
To the fullest extent permitted by law, [YOUR COMPANY NAME] shall indemnify its directors, officers, and members against any liabilities or expenses incurred in connection with their duties.
VII. Conflict of Interest Policy
All directors, officers, and members must disclose any potential conflicts of interest. The Board shall address such disclosures in accordance with its Conflict of Interest Policy.
VIII. Amendments
This Agreement may be amended by a two-thirds majority vote of the Board. Written notice of proposed amendments must be provided at least 14 days in advance of the meeting.
IX. Dissolution
Upon dissolution of [YOUR COMPANY NAME], any remaining assets shall be distributed to one or more organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.
X. Miscellaneous
A. Governing Law
This Agreement shall be governed by the laws of the State of Massachusetts.
B. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.
C. Execution
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
George Homes, President
[YOUR NAME], Secretary
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