PCOF | Peninsula Communities of Faith

The Peninsula Communities of Faith (PCOF) is a not-for-profit, service based corporation serving the humanitarian needs of neighbors and creating positive changes in the Gig Harbor and Kitsap / Key Peninsula communities. Comprised principally of volunteers from local community faith and service based organizations, PCOF enables single entities such as churches and other service organizations to enjoin together for mutual assistance to the one and many, and to leverage our collective offerings to the community as a whole. PCOF has no direct religious affiliation and is independent in its stature.

MISSION STATEMENT

The mission of the PCOF is to:

• Meet the nutritional needs of hungry children in our local schools at times when other resources are not available, such as during weekends and school vacations, to provide a sound basis for learning and personal growth via a strong supplemental nutritional program.

• Meet the nutritional needs of others at times when other resources are not available to provide a sound basis for personal growth via a strong supplemental nutritional program.

• Enrich the lives of the homeless members of our community by providing shelter, transportation, job search services, nutritional and other basic needs. We pledge to create a profound impact on our community by providing compassionate humanitarian services to those in desperate need directly or through other service and faith based organizations.

• Support church and community service entities on a project-by-project basis as determined within our charter.

• Provide emergency preparedness strategies, response and other support as a function of the total community organizations engaged in similar endeavors.

GOALS & OBJECTIVES

Funding PCOF operations and programs via donations is the number one goal. The following sources are targeted, as a minimum (funding and in-kind donations):

o Grants (all sources)
o Faith based organizations
o Individual
o Corporations
o Other institutions

Maintain a 90% all volunteer staff and only allow for a maximum of 20% of each dollar spent on infrastructure such as permanent staff (executive director) and facilities at peak PCOF operations.
Establish a distribution center(s) to support mission statements regarding nutritional and other needs.
Insure that programs and projects are safe and secure by implementing various established safety and security measures. Furthermore, PCoF will strictly adhere to rules and regulations governing its projects and programs by state and other regulatory agencies. (Background checks, food handlers permits, etc.)

BY-LAWS

PENINSULA COMMUNITIES OF FAITH
BY- LAWS
JULY 12, 2011

ARTICLE I: NAME

SECTION 1 The name of the non-profit organization shall be Peninsula Communities of Faith, hereafter referred to as PCoF. The PCoF programs will normally be registered with the State of Washington as “Doing Business As” (DBA) companies. Two PCoF DBA’s are FOOD BACKPACKS 4 KIDS and PENINSULA HOMELESS INITIATIVE.

ARTICLE II: PURPOSE

SECTION 2.1 PCoF is a not-for-profit, service based corporation serving the humanitarian needs of neighbors and creating positive changes in the Gig Harbor and Kitsap / Key Peninsula communities. Comprised principally of volunteers from local community faith and service based organizations, PCOF enables single entities such as churches and other service organizations to enjoin together for mutual assistance to the one and many, and to leverage our collective offerings to the community as a whole. PCoF has no direct religious affiliation and is independent in its stature.

The PCoF is a duly registered Not-for-Profit (501c3), tax exempt Washington Corporation and is registered as a Charitable Organization under the Revised Code of Washington (RCW’s).

SECTION 2.2 The mission of the PCoF is to:

2.2.1 Meet the nutritional needs of hungry children in our local schools at times when other resources are not available, such as during weekends and school vacations, to provide a sound basis for learning and personal growth via a strong supplemental nutritional program.

This program is designated as the PCoF “FOOD BACKPACKS 4 KIDS” and is the community effort to meet this mission statement by helping ensure that those who need food on the weekends have access to nutritious and easy-to-prepare food.

The PCoF will also strive to meet the nutritional needs of others at times when other resources are not available to provide a sound basis for personal growth via a strong supplemental nutritional program.

2.2.3 Enrich the lives of the homeless members of our community by providing shelter, transportation, job search services, nutritional and other basic needs. We pledge to create a profound impact on our community by providing compassionate humanitarian services to those in desperate need directly or through other service and faith based organizations.

PCoF established the PENINSULA HOMELESS INITIATIVE, a duly registered DBA in the State of Washington, to assist families who may be at imminent risk of homelessness, as well as those who have already fallen into homelessness. This assistance may be immediate, such as providing food and temporary shelter or help paying bills; or sustaining, including services to rebuild and maintain stability and self-sufficiency, such as assistance obtaining counseling, education, job training, and employment. The PCoF has teamed with area churches and other organizations to provide these services.

2.2.4 Support church and community service entities on a project-by-project basis as determined within our charter.

2.2.5 Provide emergency preparedness strategies, response and other support as a function of the total community organizations engaged in similar endeavors.

SECTION 2.3 PCoF shall not engage in propaganda or intervention in any political campaign on behalf of any candidate for public office. No substantial part of the activities of the committee shall involve attempts to influence legislation.

SECTION 2.4 The beneficiaries to whom net assets of the committee are to be distributed in the event the corporation is dissolved are the churches and community groups represented by members of the PCoF at the time of its dissolution.

SECTION 2.5 The PCoF will engage with other like service based organizations within the surrounding communities to leverage its programs and services as a coalition of forces to provide synergy for its established and emerging resources in support of the PCoF programs and services.

ARTICLE III: MEMBERSHIP

SECTION 3.1 Membership in this organization shall be open to the following who are in sympathy with the PCoF purposes and desire to volunteer services, resources, and/or funds in support of PCoF programs:
a. Individuals
b. Churches
c. Other faith based organizations
d. Service organizations (for-profit and not-for-profit)

Formal membership by an individual or entity as categorized above shall be recognized with an application for service to the PCoF. This application states the particular service offerings, skills, and/or participation that may define the applicant’s role, responsibility and relationship to the PCoF.

All general meetings will be open to anyone desiring to attend and service to the PCoF will not be limited to defined members and/or volunteers. Attendance at Board meetings will be limited to defined members of the PCoF.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 4.1 Role, size and compensation: The Board of Directors is responsible for overall policy and direction of the PCoF, and delegates’ responsibility for day-to-day operations to the PCoF Executive Director. The Board shall have up to nine (9) and not fewer than five (5) members. The Executive Director attends the Board meetings, contributes to the proceedings, but for integrity in the governance process of the Board, does not vote on measures under decision by the Board.

The Board receives no compensation other than reasonable expenses as approved by the Board from time to time.

SECTION 4.2 Meetings: The Board shall meet at least monthly at an agreed to time and place, and may meet more frequently as needed. With the exception of Executive Board Meetings, Board meetings are open to the membership of the PCoF and minutes as published will be placed on the PCoF website.

Executive meetings shall be called time-to-time by the President and are closed to all other directors and members of the PCoF. Results of the Executive Meeting shall be made available to the other PCoF directors and, as appropriate, to the PCoF members.

SECTION 4.3 Elections: Board members will serve for a term of two (2) years following elections and may serve up to three (3) consecutive terms. Officers shall be nominated in October or November and election of new directors or re-election of current directors will occur as the first item of business at the annual meeting of the PCoF. Directors will be nominated by directors or members at large, and elected by a majority vote of the current directors.

Officers will serve for a term of one (1) year starting on January 1 of the year following the annual meeting and election of Directors. Election of officers will be accomplished during the first Board meeting following the annual meeting and election of Directors. An officer can serve a maximum of three (3) consecutive terms of one year per term.

SECTION 4.4 Quorum:   A quorum must be attended by at least two-thirds of the Board members before business can be transacted or motions made or passed.

The Board may be polled electronically for votes on measures requiring immediate resolution where a quorum level meeting attended by the Board is not practical or warranted. Polling will normally be accomplished and recorded by the Secretary and the results published by the Board Chair via email to all of the Board members. Disputes over electronically polled results will automatically suspend the process and a Board meeting called by the Chair to resolve any issues by a duly constituted quorum of officers and directors.
SECTION 4.5 Officers and duties:   There shall be five officers of the Board designated as the PCoF Executive Committee consisting of a President, Vice President, Secretary, Treasurer, and Director-at-Large. Their duties are as follows:
a. The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice President, Secretary, Treasurer, and Director-at-Large.
b. The Vice President shall preside in the absence of the President and oversee the DBA, FOOD BACKPACKS 4 KIDS Program.
c. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary will be noticed by the State of Washington as the PCoF Corporate Registered Agent.
d. The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, sit as a standing member of the Fundraising Committee, and make financial information available to Board members and the public.
The Treasurer will chair the PCoF Compensation Committee when such a committee is required to review and recommend to the Board, levels of compensation for the PCoF senior staff.
e. The Director-at-Large shall oversee the DBA, PENINSULA HOMELESS INITIATIVE, and chair / oversee committees on special subjects as designated by the Board. The Director-at-Large also sits as a standing member of the EMERGENCY PREPAREDNESS COMMITTEE.
SECTION 4.6 Vacancies: When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

SECTION 4.7 Voting: Each measure brought before the Board as a motion must be voted on by the Board unless retracted by the Board member making the motion. Only Board members may present a motion for consideration by the Board. Voting can only be conducted with a quorum of the Board present and must equal a majority vote of the quorum for a measure to pass. Where a tie is encountered on a vote, the presiding officer of the convened Board will be the deciding vote. Proxy voting by members of the Board is not allowed.

The Secretary shall keep a record of all motions brought before the Board and the results of the vote duly recorded on that measure. Measures passed by the Board will be published to the members of the PCoF in the minutes of the proceedings.

SECTION 4.8 Resignation, Termination and Absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has five (5) unexcused absences from Board meetings in a year. A Board member may be removed for other reasons (cause with prejudice) by a three-fourths vote of the remaining directors.

ARTICLE V - COMMITTEES
SECTION 5.1: The Board may create committees as needed, such as fundraising, membership, etc. The Board President appoints all committee chairs with the approval of a majority of the Directors.
SECTION 5.2 Executive Committee: The five officers designated in Section 4.5 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 of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
SECTION 5.3 Finance Committee: The Treasurer chairs the Finance Committee, which includes three other Board members and at least two (2) members at large. The Finance Committee is responsible, as a minimum, for developing and reviewing fiscal procedures, reviewing the fundraising plan, and developing the annual budget with staff and other Board members.
The Board must maintain a 90% all volunteer staff and only allow for a maximum of 20% of each dollar spent on infrastructure and overhead such as contractors, permanent staff, normal corporate expenses, and facilities at peak PCoF operations. Exceptions may be made upon a majority vote of the Board and published to the membership.
The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Executive Committee and ratified by the Board.
The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be audited annually by an independent auditor and made available to the membership, Board members and the public.
SECTION 5.4 Compensation Committee: The Treasurer chairs the Compensation Committee. This committee will be comprised of the Treasurer (chair), Vice-President, and at least one more director. All results of this committee must be ratified and approved by a majority vote of the Board.
SECTION 5.6 Audit Committee: The Treasurer will appoint a member of the PCoF to chair the Audit Committee. No members of the Board will sit on the Audit Committee. The Audit Committee chair will select the members of the Audit Committee and notify the Treasurer of each member selected. The Audit Committee oversees the annual PCoF audit and reports to the Board on the results. The Audit Committee works independently of the Board.
ARTICLE VI: GOVERNANCE

SECTION 6.1 The Board will ensure that programs and projects are safe and secure by implementing various established safety and security measures. Furthermore, the PCoF will strictly adhere to rules and regulations governing its projects and programs by state and other regulatory agencies. (Background checks, food handlers permits, etc.).

SECTION 6.2 Executive Director: An Executive Director will be hired as either an independent contractor or as permanent staff by the Board of Directors. The PCoF Executive Director will assume the role of implementing the mission functions of the PCoF Strategic Plan and fulfill the responsibilities as designated by the Board of Directors.

The Board will provide the Executive Director with a position description that clearly defines his roles, responsibilities, and relationships.   The Board President will review the Executive Director’s performance annually and report the results to the Board in an Executive Session.

The Executive Director will sit as a permanent non-voting member of the Board, report directly to the PCoF Board President and be responsible to the PCoF Board of Directors for performance. The Executive Director will work with the volunteer officers and staff of the PCoF and will in turn direct any permanent staff hired by the PCoF Board. Compensation for the Executive Director and staff will be determined by the Board of Directors at least annually and kept within the guidelines as stipulated in Section 5.3.

The Executive Director will also sit as a standing member on all committees formalized by the Board to coordinate their activities and facilitate their recommendations to the Board unless otherwise attended to by a member of the Board or as directed by this document.

ARTICLE VII: AMENDMENTS

SECTION 7.1 These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

ARTICLE VIII: PARLIAMENTARY PROCEDURE

SECTION 8.1 Robert’s Rules of Order Revised, when not in conflict with these By-Laws, shall govern the proceedings of this organization.
APPROVAL
These Bylaws were approved by majority vote at a meeting of the Peninsula Communities of Faith Board of Directors on July 12, 2011.

____________/S/_______________                 _____________/S/_________________
Wayne Lopez     Ray Montero
President, PCoF Board of Directors Secretary, PCoF Board of Directors

About PCOF.