Rhonda Mae's Wall of Food
The goal of “Rhonda Mae’s WALL OF FOOD Inc.” is to raise funds for the charities of this community, particularly the AIDS Outreach Center (AOC) Nutrition Center (Food Pantry), in order to assure that those living with AIDS/HIV do not go hungry.
Article One: Day to Day Operations
Article Two: Membership
Article Three: Dues
Article Four: Code of Conduct
Article Five: Meetings
Article Six: Attendance
Article Seven: Board of Directors
Article Eight: Finances
B: Financial Reports
D: Bank Account(s)
Article Nine: Judicial Protocol
Article Ten: Amendments to the By-Laws
Article Eleven: Dissolution of Company
ARTICLE 1: Day to Day Operations:
Our Day to Day operations and our By-Laws are subject to the following order of precedence:
A: Texas State Laws
B: Texas Civil Statutes
C: By-Laws of this Corporation
D: American Dictionary – Webster’s
ARTICLE 2: Membership:
A new member must submit a completed “Membership Form”, any member. The member will then present the form to the BOD to be voted on within 30 days of receipt of this form.
There shall be the following classes of membership:
1.) General Membership.
2.) Commercial Membership.
3.) Associate Membership.
4.) “Mae” Membership.
General Membership – General Membership is open to anyone. A General Member is defined as an individual that has submitted a Membership Form, and has been approved by the Board of Directors.
Commercial Membership – A Corporation, partnership, proprietorship, unincorporated association or other organization whose application for membership has been accepted and has paid the membership dues.
Commercial Memberships will have the same privileges as the General Membership.
Associate Membership - An Associate Membership will be for individuals who would be otherwise unable to participate due to any reason, for example an individual works for the bank used by the Wall of Food and as such, would not be able to participate as a regular member.
“Mae” Membership – A “Mae” member must not only submit the membership form, dues, and be voted in by the BOD, but must also be named a “Mae” as described below. Only a “Mae” shall be elected as President and Vice President of the Board of Directors. All other officer positions on the BOD are open to any member of the Wall of Food. Nominations will be held and a vote will be cast by all members to determine who will be seated on the Board of Directors.
Membership as a “Mae” requirements are:
1.) A member must display a history of active involvement in fund raising for the charities of this community, either by active participation in shows, or by doing things behind the scenes.
2.) A member must display an attitude and understanding of what it means to be a “Mae”. ie… “Don’t take ourselves serious, take what we do seriously”.
3.) A member must be recommended in writing by a current “Mae” in good standing.
4.) A member must be approved by the BOD within 30 days of being recommended.
5.) All members that are to be inducted as “Mae’s” will be done so by Rhonda Mae at a public event. If Rhonda Mae is not able to do this, it may be done by the President of the BOD.
Article Three: Dues:
1.) Membership is from January to December calendar year.
2.) The annual Commercial Membership dues shall be $25.00. These dues shall be collected by the Treasurer upon receiving the completed membership form and/or at time of renewal.
3.) All dues collected for Commercial Membership shall be deposited in the BOD “General Operating Account”.
Article Four: Code of Conduct:
Our Code of Conduct is fairly simple. Although we cannot control the behavior of our members, we do strive to act in accordance with the following recommendations:
1.) Obey all laws of the State of Texas in accordance with the Corporation.
2.) Adhere to these By-Laws.
3.) Uphold the Wall of Food and promote our fund-raising whenever possible.
Article Five: Meetings, Shows and Events:
1.) Our meetings shall be held on the fourth (4th) Wednesday of each month, unless revised beforehand.
2.) Special meetings may be called by the President of the BOD as needed.
3.) A minimum of 10% of the General Membership must be present to conduct a meeting or a special meeting.
4.) All funds from all Wall of Food Shows and Events are to be deposited into the General Fund sub account unless otherwise stated and/or announced beforehand.
Article Six: Attendance:
1.) All members are encouraged to attend all Meetings, Shows, and other Functions. Each Member shall be required to register on the “sign-in” sheet at each meeting.
2.) A member that fails to attend two (2) consecutive meetings shall have their voting privileges suspended until they have attended two (2) consecutive meetings and then their voting privileges may be re-instated at the 3rd meeting.
3.) Any BOD member missing a total of 3 meetings in any membership year, whether or not they are consecutive, shall be removed from their position on the Board of Directors and a new member elected at that third meeting, or the next available meeting, whichever is more convenient.
Article Seven: Board of Directors:
A: Purpose: The purpose of the BOD is to:
1.) Oversee the everyday business of the Corporation as per the laws of the State of Texas and in accordance with the By-Laws.
2.) Ensure the By-Laws of this Corporation are followed by all members.
3.) Be the Governing Body of the Wall of Food Corporation.
4.) Promote the Wall of Food on an ongoing basis.
B: Composition – The President and Vice President of the Board of Directors shall consist of only those with the “Name of Mae”. This BOD shall consist of at least six (6) members but no more than nine (9) members. The BOD shall also contain officers which are to be voted in by the General Membership. These officers shall be known as:
2.) Vice President
5.) Operations/Events Coordinator
6.) Rhonda Mae (Advisor and Permanent Member)
1.) Committees and Sub-Committees shall be formed as needed.
2.) Members of these committees shall be appointed by the President of the BOD along with the approval of the BOD.
3.) There shall be two (2) types of Committees:
a.) Standing Committees (i.e.: By Laws Committee)
b.) Special Committees (i.e.: SOP or a Banquet Committee)
1.) Election of the members of the BOD shall be voted on by the General Membership.
2.) Nominations for offices of the BOD will be held in October, closed in November, and voting of the new BOD offices will be in December.
3.) The new BOD shall take over during the January Meeting.
4.) Terms of office shall be for two (2) years after the first year of the organization.
5.) The two (2) year terms of office for the first year of the organization, will include the President, Secretary, and Operation/Event Coordinator.
6.) The one (1) year terms of office for the first year of the organization will include the Vice President and Treasurer. After the first year of the organization, the offices of Vice President and Treasurer will become two (2) year terms.
7.) In case of a vacancy of a BOD officer, the position will be filled at the next scheduled meeting.
The attendance of the BOD shall consist of the same stipulations as the General Members, (See Article 2, section D). The voting privileges are the same as well. (See Article 2, section D) A quorum of ¾ of eligible voting BOD members must be present to conduct Corporate Business. Any BOD member may call a special meeting so long as the President is notified and then the President will attempt to notify all members of the BOD at least two (2) days prior to the meeting when such time is possible.
Article Eight: Finances:
1.) The responsibility of the finances shall be that of the BOD.
2.) The Treasurer elected by the General Membership shall be at all Wall of Food fundraising functions when possible and will collect and keep a count sheet.
3.) A copy of this count sheet will be handed to the President or the next alternate descending member of the BOD at the end of the function.
4.) They will then each sign off on the record sheet and present a copy to the next highest ranking member of the BOD that night.
B: Financial Reports:
1.) The Treasurer shall compile a report to be presented at the meeting each month for acceptance by the BOD and General Members.
1.) The distribution of funds collected by the Wall of Food fund-raising events and/or donations that have been deposited into the General Fund account will be disbursed by Rhonda Mae or the President of the BOD, or both in a check written by the Treasurer made out to the name of the Charity or for the purchase of goods donated to that charity.
1.a) A Debit Card may be used in lieu of a check for the purchase of goods when used by the Treasurer in the presence of Rhonda Mae or the President of the BOD, or both.
2.) All receipts shall be turned in to the Treasurer within 72 hours.
3.) These funds can be distributed as needed on request of the recognized charities.
D: Bank Account(s):
1.) All checks written will require two (2) signatures. First of the Treasurer and then one from either the President of the BOD or Rhonda Mae.
2.) The Wall of Food Corporation will have one bank account that is to be sub-divided into two sub-accounts.
2.a) The first sub-account shall be known as the BOD sub-account and the second shall be known as the General Fund sub-account. All day to day business expenses are to be taken from the BOD sub-account.
3.) A minimum of $500.00 is to be kept in the BOD sub-account each year for day to day business expenses. In such a case where the BOD sub-account needs money, a special show or fund-raising event may be held to raise money for that account.
3.a) All credit card fees are to be charged to the BOD.
4.) The General Fund sub-account is to be for our Charity. The money that is raised at the shows and/or functions shall be deposited into this account unless the show or function was designated and advertised as a BOD event for the BOD account.
1.) The Treasurer shall be at all fund-raising events possible and shall keep a record of the monies raised. A copy of each fund-raising event record shall be handed to the President or the next alternate descending member of the BOD at the end of the function.
2.) The Treasurer may choose a member of two to help count money during an event. The Treasurer (or BOD member acting as Treasurer for the event) shall be responsible for the final count of monies raised at the event.
3.) The Treasurer shall prepare a report to be presented at the meeting each month for acceptance by the General Members and the BOD.
4.) If the Treasurer is unable to attend the function, the highest ranking BOD member shall at that moment become the “Acting Treasurer” for that function and may choose a member or two to help them count the money for the function that night/day.
5.) The Treasurer or Acting Treasurer shall make deposits within 72 bank business hours after a fund-raising event and each deposit slip shall be recorded and kept by the Treasurer for the records.
6.) The Treasurer will provide to the BOD a copy of the monthly bank statements, deposits, checks written, balances and the Treasurer’s Report at each monthly meeting.
1.) An internal audit will be done once each year in January to review the previous year by the Treasurer and the BOD.
2.) An external audit will be done on a yearly basis. The expense of this audit shall come from the BOD sub-account.
Article Nine: Judicial Protocol:
A.) Charges brought against any member or BOD member must be in writing and presented to the President of the BOD unless such charges are against the President and then said charges are to be presented to the Vice President of the BOD.
B.) The President or Vice President will then call a Special BOD Meeting and the written charges will be read to the BOD membership to determine if charges warrant further action.
C.) If further action is required, an Administrative Review is to be held and the accused will be sent a certified letter within 3 days of this meeting.
D.) The Administrative Review is to be set no sooner than 2 weeks (or 10 business days) from the day the BOD deemed it necessary.
E.) If an Administrative Review is set, the BOD will appoint a prosecutor and the accused has the choice of either representing themselves or choosing a representative to defend them. They may also ask the BOD to choose someone to defend them.
F.) The BOD members shall represent the jury and the President will only vote in the event of a tie. A simple majority of votes rules in this Administrative Review.
G.) If the accused is convicted, the BOD will then vote on the punishment which may result in possible banishment from membership in the Wall of Food.
Article Ten: Amendments to the By-Laws:
A.) Amendments to these By-Laws can be made once per year.
B.) Suggestions must be in writing and handed to the Chairman of the By-Laws Committee no later than the October meeting.
C.) The By-Laws Committee will then present the suggestions to the BOD and the General Members at the November meeting for consideration and will be voted on by the General Membership at the December meeting. The changes will go into effect on January 1st of the following year.
D.) However, in an emergency situation (and this is deemed so by the BOD), the By-Laws Committee reserves the right to amend these By-Laws within 30 days of written submission of that emergency to be voted on by the General Membership at the next General Meeting.
Article Eleven: Dissolution of Company:
If at any time there is no longer a need for the Wall of Food and dissolution of said Corporation become necessary, a ¾ majority written vote of all eligible voting members and BOD is required to dissolve the Corporation. In such case as the Corporation is dissolved, all monies in all sub-accounts are to be disbursed as soon as possible to the Charities of the GLBT Community.
By-Laws adopted this 12th day of December, 2012.
President of the Board of Directors.