Created August 9, 2023

Table of Contents

 

Article I. Mission and Vision

1.0 Name. The name of the corporation shall be Counseling Creations Charities, Inc. doing
business as “CC Charities.”

1.1 Mission. We provide trauma counseling and other services for Veterans and their families, first responders and their families, victims of human trafficking, homeless and low- income clients, and jurors exposed to traumatic court cases.

1.2 Vision. Our vision is that our support of these valuable individuals will improve their lives, our communities, the State of Texas, the nation, and the world.

1.2a. We would reverse the trend that makes receiving help for trauma a difficult and expensive process thereby increasing the number of trauma victims receiving help, and hopefully decreasing the suicide rate of these individuals caused by trauma.

1.2b. We would support these individuals by contributing fees for services which would lessen their trauma response such as counseling, massage therapy, body awareness therapy, music therapy, equine therapy, Belief therapy, nutrition therapy and other data driven services that show improvement in the emotional regulation of those with trauma.

1.2c. We would encourage the improvement of the emotional, physical, intellectual, social and spiritual aspects of these individuals suffering from trauma, thereby increasing the chance of adjustment and success.

1.2d. We would support the development of individuals seeking to be professional counselors, social workers, Christian therapists, music therapists, etc. to be trauma informed by supporting training opportunities for practicum students, associates, and others who dedicate efforts to helping individuals with trauma.

 

Article II. The Board of Directors
 

A. Purpose

2a1. The CC Charities Board members are the fiduciaries who steer the
organization towards a sustainable future by adopting sound, ethical, legal governance, and
financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.

 

B. Member Types

2b1. There shall be three types of Board members, each with varying privileges, expectations, and roles outlined in Article II.

2b1a. General. General Board members are voting members of the board. They are able to be nominated and serve in the capacity of an Officer.

2b1b. Advisory. Advisory Board members are nonvoting members of the Board.

2b1c. Honorary. Honorary Board members are nonvoting members. The President of the Board and nonprofit Chief Executive Officer can invite someone to be an Honorary Board Member. They will be a nonvoting member of the board until they are approved at the annual meeting.

 

C. Member Requirements

2c1. All Board members are required to give and are strongly encouraged to get others to give their time and resources to the nonprofit. They shall be advocates of the nonprofit’s mission. Board members agree to have their name, picture, and a brief biography on the CC Charities website.

2c2. General. General Board members are required to make their best effort to attend, in person, the annual board meeting. They are expected to offer their network, know-how, and prayers to further the organization. They will serve on at least one committee of the board.

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2c3. Advisory. The Advisory Board provides advice to the CEO and General Board on an as-
requested basis. They will help make connections to donors or fellow advocates. They will rarely be asked to give a significant amount of time to the organization. There will be portions of the annual Board meeting they are welcome to attend.

2c4. Honorary. Honorary Board members are asked to give their resources and wait to be voted upon to be an official General or Advisory Board member.

 

D. Officers, Duties, Elections, and Terms

2d1. The Officers of the CC Charities board shall be a President, Vice
President, Chair, Vice Chair, Treasurer, Secretary, Communications Officer, and such other
officers as the Board may designate.

2d2. The duties of the Board Officers shall be as follows:

2d2a. President. The President, in conjuncture with the Chief Executive Officer, shall ensure the execution and accomplishment of all external orders and resolutions of the Board (i.e. those effecting the nonprofit’s initiatives). The President should be integral in sustaining and growing a healthy Board of Directors. The President needs to utilize their title, connections, and other resources to draw in substantial donations for the organization. If a Board Vote is indeterminate, the President may select one of the too-close-to-call outcomes to prevail.

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2d2b. Vice President. The Vice President shall, in the absence of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board prescribes from time to time. The Vice President shall ensure the Board is regularly up to date on the progression of its plans and position the Board to help where the CEO and Initiative Leadership is falling short.

2d2d. Board Chair. The Board Chair shall ensure the execution of all internal orders and resolutions of the Board (i.e. those affecting the organization and structure of the Board).
They shall have the responsibility to draft, propose for voting, and maintain the Bylaws of the Board. The chair, with aid from the Secretary, shall organize and effectuate two meetings for the Board of Directors each year through which they will decide the direction of the nonprofit, approve the budget, make bylaw edits, and approve new Members and Officers.

2d2e. Board Vice Chair. The Board Vice Chair shall assist the Board Chair to ensure the execution of all internal orders and resolutions of the board. They will assist the Board Chair when needed to draft, propose for voting, and maintain the Bylaws of the Board. The Board Vice Chair along with the Board Chair and Secretary shall organize and effectuate two meetings for the Board of Directors each year through which they will determine the direction of the nonprofit, approve the budget, make bylaw edits and approve new Members and Officers.

2d2f. Treasurer. The Treasurer shall be the custodian of all funds and properties of CC Charities, and of all books and records pertaining to such funds and properties. The Treasurer shall make an annual financial report or audit relating to the fiscal affairs of the Board in such form and containing such information as may be directed by the Board. They shall render a statement of the cash and other accounts of the non-profit and shall require to be entered regularly in the books and records of the nonprofit to be kept for such purpose full and accurate accounts of the nonprofit’s receipts and disbursements. The Treasurer shall at all reasonable times exhibit the books and accounts to any voting board member. They will create and propose an annual budget at the Annual Board Meeting for the Board to approve. The Treasurer will ensure that all funds across all CC Charities initiatives are being spent and tracked in accordance with the Board’s budget and all laws. They will ensure all gifts to the CC Charities are logged and distributed in accordance with CC Charities policy. The treasurer will oversee the financial organization provided by a paid bookkeeper(s). The bookkeeper(s) shall be contract employees of the charity(s). The bookkeeper(s) will keep a running report of the individuals receiving financial assistance from the charity. For confidentiality, the individuals receiving the services will be assigned a code, rather than being identified by name due to HIPAA regulations. The bookkeeper(s) will also communicate the total amount to be paid for services to the treasure each month according to the rate agreed on by the board. Bookkeepers will also communicate the donation information needed to the assistant to the secretary.
 

2d2g. Secretary. The Secretary shall keep a record of all proceedings of the Board and shall, in conjunction with the Chief Executive Officer, maintain the records of the corporation. The Secretary shall take detailed notes of all official Board activities including the bi-annual Board meetings. They shall assist with any internal communications as requested by the CEO or President such as compiling and disseminating reports from the nonprofit’s Initiatives or inviting the board to rsvp to meetings. The secretary will oversee the work of a paid assistant that will be responsible for creating and sending letters of receipt for doners for tax purposes and other duties as assigned by the Secretary.

2d2h. Communications Officer. The Communications Officer’s primary responsibility is to advise the CC Charities Initiative Leadership on the creation and execution of comprehensive marketing strategies. They are responsible for communicating official statements of the Board to the public. They will be encouraged to form a relationship with any marketing leadership in the organization and advise them. They will approve the website and communicate with the web developer. The communications officer will oversee the work provided by contracted fundraisers and/or grant writers, and the web developer.

2d3. Officers of the nonprofit shall be nominated and elected at the annual meeting. Any member of the Board may nominate a potential officer.

2d4. The terms of each Board Officer shall be for three years following their election. The Board may add on an additional year of service to stagger terms in order to maintain a stable Officer renewal process. The role of President shall be for a term of 6 years with three consecutive terms permissible.

2d5. Until 2025, the CEO may ask any Board Member and have approval from the Board to fill any Officer role.

 

E. Committees

2e1. All Committee Chairs shall be selected from members of the General Board. Each Committee Chair, unless otherwise specified in this Article, shall be selected by the Chair of the Board, with a Majority approval of the General Board.

2e2. Committee members from the Board of Directors, unless otherwise specified in this Article, shall be selected by each respective Chair, with a Majority Approval Vote of the General Board. Committee chairs may also bring on Non-Board members to serve on their committee.
 

2e3. Committees shall be appointed by the Chair of the Board, with a Majority approval of the Board.

 

2e4. The Board Chair may designate one or more Committee Co-Chairs as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.
 

F. Board Membership Makeup

2f1. Membership of the general CC Charities Board must be 100% Christian.
 

2f2. Membership of the advisory CC Charities Board shall be at least 80%
Christian.

G. Onboarding & Vacancies

2g1. The number of General Board Members constituting the entire Board shall be fixed by the Board, but such numbers shall not be less than three (3).
 

2g2. Any newly created Officer role and any vacancy occurring on the Board arising at any time and from any cause may be filled by a Majority Vote. An officer elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
 

2g3. Any vacancy occurring in any office, whether because of death, resignation, or removal, with or without cause, or any other reason, shall be filled by the Board.

H. Removal & Resignation
 

2h1. Any Officer or Committee Chair may be removed from their role for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken.
 

2h2. Any Officer or Committee Chair may resign from the board at any time by delivering a
resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
 

2h3. A Board Member can be removed by a Consensus Vote.

 

I. Voting
 

2I1. The types of voting are as follows: (1) a Consensus Vote is one where 50% + 1 approve; (2) a Majority Vote is where the item with the greatest number of votes wins. (3) Unanimous Vote is where the item has 100% approval.
 

2I2. At all meetings of the Board, each voting member shall have one vote. In the event there is a tie in any vote, the President shall have an additional vote to be the tie breaker.

 

Article III. Amendments

 

3a. These By-Laws may be altered, amended, added to, or repealed at any meeting of the Board called for that purpose by a Majority Vote of the Board Members then in service.

 

Article IV. Oversight and Accountability

A. Of CC Charities Initiatives

4a. General Board powers over the CC Charities Initiatives include:
 

4a1. The Board may commission and terminate initiatives of the CC
Charities nonprofit by a Majority Vote.
 

4a2. The Board can broadly define the goals of the CC Charities
initiatives by a Consensus Vote for the CEO to enact with his/her team.
 

4a3. The Board should ensure that all CC Charities initiatives are in
compliance with sound financial and legal practices.
 

4a4. The Board must approve of non-budgeted purchases of over $1,000 by a Majority
Vote.

4b. The Board commissions and defines the following Initiatives:

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4b1. The CC Charities Initiative

4b1i. The CC Charities Initiative exists to inspire and enable those with trauma approved by this nonprofit to receive Board approved services to assist in the improvement of their lives.

4blii The services to be approved by the board may include support for emotional
regulation such as counseling, massage therapy, music therapy, Christian and or belief therapy, equine therapy, nutrition therapy and yoga with the primary supports being counseling and Christian/belief therapy.

4blii Counselors and Christian/belief therapists will make recommendations to the CEO to determine the other support services needed to help the trauma client.

 

B. Of the Chief Executive Officer

4b1. The Board is responsible for the hiring and firing of the CC Charities
Chief Executive Officer by a Unanimous Vote.

4b2. The CEO must be a licensed professional counselor who is a Christian.

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4b3. The Board will provide an annual report to the CEO of his or her performance.

4b4. The Board will hire the CEO for a minimum of five-year terms that can be renewed
indefinitely.

4b5. The Board can fire the CEO before a five-year term comes to its conclusion upon a
unanimous vote for due cause.

4b6. The Board will approve a reasonable salary for the CEO’s work in accordance with the
level of their experience, time commitment, and skill.
 

C. Of the Budget

4c1. The Board will vote on the Annual Budget at the Annual Board Meeting.

4c2. The Budget is approved with a Consensus Vote.

Article V. Indemnification

5.0 The nonprofit shall indemnify and advance the expenses of each person to the full extent permitted by law.

Article VI. Dissolution

6.0 Upon the dissolution of the corporation, the accumulated funds or any other property as
might have been acquired by the organization shall be conveyed to other Christian Counseling Non-Profits in Texas that can continue working with these individuals with trauma as voted on by the Board.