FHAS, Inc.

Bylaws

Article1. The foundation is entitled: “Haitian Foundation for Social Assistance (FHAS)” Its emblem is a Good Samaritan helping a needy person. The foundation has been constituted according to the conditions established by international laws and the law of the state of Utah  for non-profit organization and will carry out activities, participate in initiatives, projects, and sign agreements whose purposes are to help Haitians improve their quality of life for the well-being of the environment where they are living.

                    The flag is light blue color with a round white emblem in the center.

 Article2. The foundation is non-profit and its membership may be of any nationality, religion, origin or race, provided they have the same objective, respect, and desire to carry out the norms and purposes of the foundation.

Article3. The duration of the foundation is for an indefinite time, no board director and/or staff member is entitled or authorized to ban or dissolve the foundation for any reason.

Article3.1. General Assembly of the Foundation must be seated every two years in order to re-examine its mission to determine if the need for its services continues to exist. FHAS will evaluate whether the mission needs to be modified to reflect existing environmental and societal changes; whether the institution’s current programs should be revised in light of the existing or newly defined mission; or whether new services need to be developed.

Article4. The principle place of business of the foundation for all legal effects is in the city of Orem, State of Utah, and may be changed to any other place if unanimously approved by the Board of Directors. 

Program Service and Quality

Article5.    FHAS must act with the utmost professionalism and treat all persons equally and with respect.

Article5.1. FHAS must regularly monitor the satisfaction of service of participants as well as other parts of  the institution's constituencies and provide a grievance procedure to address complaints.

Article5.2.FHAS must practice continuous quality improvement that includes evaluation and tracking of information.

Article5.3.FHAS must act with integrity, openness, and honesty in all relationships, dealings, and transactions

Article5.4.FHAS will must to earn and convey trust through integrity, openness, and honesty

Article5.5.FHAS must keep faith with the public trust through efficient, cost-effective, and compassionate stewardship of resources.

Article5.6.FHAS must be mindful that its mission is accomplished through the generosity of others.

Article5.7.FHAS must ensure that policies and procedures of human relations are legally grounded, of high quality, and respectful of the dignity and rights of individuals. 

 Commitment to Diversity, Accessibility, and Social Justice

Article6.   FHAS members must respect people of all races, religion, ethnicity, gender, age, socioeconomic status, sexual orientation, and ability, and should not allow differences to affect a person's opportunities.

Article6.1.FHAS’ board, staff, volunteers, and contractors should reflect the diversity of the organization’s constituencies and the broader community.

Article6.2.FHAS must conduct its work in facilities that allow reasonable access to persons of all ability levels.

Article6.3.FHAS must act in ways that further the equality of opportunity among individuals and communities.

Article6.4.FHAS must act in ways that promote a sustainable environment.  

Human Resources

Article7. Volunteers and employees are essential elements for FHAS ability to achieve its mission. Volunteers are important to FHAS, and may show a vital resource of skills in governance, administrative, and service capacities. FHAS human resource policies should be fair, establish clear expectations, and provide for meaningful and effective performance evaluation for both paid employees and/or volunteers. 

Governance

Article8.  Volunteer boards of directors, elected or appointed, must commit to the institution's mission and leadership to govern. FHAS board may determine the mission, strategic direction, and future programming for the well being of the organization. FHAS board must ensure and nurture adequate human and financial resources and actively monitor and evaluate the organization's executive director/CEO, as well as service and financial results. FHAS board members approve and systematically implement policies to ensure achievement of the mission of the organization and to prevent perceived, potential, or internal and actual conflict of interest.  

Article8.A. Board Responsibilities

The board should engage in ongoing planning activities as necessary to determine the mission of the organization and its strategic direction, to define specific goals and objectives related to the mission, and to evaluate the success of the organization's services toward achieving the mission.

Article8.A.1.The board should approve the policies for the effective, efficient, and cost-effective operation of the organization.

Article8.A.2.The board should annually approve the organization's budget and assess the organization's financial performance in relation to the budget at least twice yearly.

Article8.A.3.The board is responsible for the financial health of the organization and should actively participate in the fund-raising process through members' financial support and active seeking of the support of others.

Article8.A.4.The board should hire, set the compensation for, and annually evaluate the performance of the executive director/CEO. If the organization employs staff, the board should annually review its overall compensation structure, using industry based surveys of salaries and benefits. The board should establish policies, when appropriate, on employee benefits, vacation, and sick leave.

Article8.A.5.The board should approve written policies and procedures governing the work and actions of its employees and volunteers. These policies and procedures must address the following: working conditions; evaluation and grievance procedures; confidentiality of employee, volunteer, client, and organization records and information; and employee and volunteer growth and development.

Article8.A.6.The board must ensure that an internal review of the organization's compliance with known existing legal, regulatory, and financial reporting requirements is conducted annually and that a summary of the results of the review is provided to the entire board.

Article8.A.7The board may periodically assess the need for insurance coverage in light of the nature and extent of the organization's activities and its financial capacity.  

Article8.B.  Board Composition

The board members must be personally committed to the mission of the organization, willing to volunteer sufficient time and resources to help achieve the mission of the organization, understand and fulfill their fiduciary responsibilities.

Article8.B.1.No more than one employee of the organization may serve as a voting member of the Board of Directors and staff must not serve as chairman of the Board. To allow for significant deliberation and diversity, the majority of the Board must be made up of at least three persons unrelated to each other or any staff member.

Article8.B.2The organization's bylaws must determine term limits that establish individual terms of no more than two years, allow individuals to serve no more than three consecutive terms, and require at least one year as an active member before becoming eligible for re-election after serving the maximum number of consecutive terms.

Article8.B.3Board membership should reflect the diversity of the organization's constituencies.

Article8.B.4Board members (who are not employees) should not receive compensation for their board service, other than reimbursement for expenses directly related to board duties.  

Article8.C. Conduct of the Board

The board must be responsible for its own operations, including the education, training, and development of other board members; annual evaluation of its own performance; and, when appropriate, the selection of new board members. There should be written job descriptions for board members, officers, committees, and committee members.

Article8.C.1The board must have written expectations for board members, including expectations for full board participation in fundraising activities, committee service, and service activities.

Article8.C.2The board must meet as frequently as needed to adequately conduct the business of the organization. At a minimum, the board must meet four times a year with a quorum present.

Article8.C.3The board should have written policies that address attendance and participation of board members at board meetings including a process to address noncompliance.

Article8.C.4Written meeting minutes must reflect the actions of the board, including reports of authorized board committees.

Article8.C.5The board should permanently retain the minutes, distribute them to board and committee members, and make them available for public review when it is requested. 

Article8.D. Conflict of Interest

The board must establish conflict of interest policies regarding board, staff, volunteers, contractors, and organizational partners or allies and adhere to these policies in all dealings. The policies must include an obligation of each board member to disclose all material facts and relationships and refrain from voting on any matter when there is a conflict of interest. In particular, the policies must prohibit board members from submitting tenders to the organization or applying for staffing positions within the organization.  

Article8.D.1Employees and Volunteers

Employees and volunteers must commit to the mission of the organization and competently, efficiently, and professionally perform the duties they agreed to assume.

Article8.D.2FHAS should invest in the training of employees and volunteers as a means to ensure quality management and service.

Article8.D.2 FHAS should have a system in place for written evaluation of employees and volunteers by their respective supervisors, at least annually and remuneration may be on this basis.

Article8.D.3 FHAS must have a system in place for the succession of employees, most notably for the executive director.

Article8.D.4 New employees and volunteers of FHAS must receive clear orientation to its mission, FHAS' policies and procedures, job definitions and expectations, and a defined workspace.

Article8.D.5 FHAS must maintain disciplinary and grievance procedures with clear lines of authority and accountability. 

Article8.D.6 FHAS must develop and implement mechanisms to monitor the use of staff time. 

Financial Management

Article9. FHAS is a faithful steward of funds entrusted to its needs; the institution must practice sound and timely financial management, and comply with legal and generally accepted accounting principles. FHAS must maintain accurate financial records and the board must ensure that the organization's financial resources are used solely in furtherance of its mission. Regulatory, risk management, and liability concerns will be periodically reviewed.  

Article9.A.  Financial Accountability

Article9.A.1FHAS must operate in accordance with an annual budget that has been approved by the board prior to the beginning of each fiscal year.

Article9.A.2FHAS must create and maintain financial reports on a timely (at least quarterly) basis, accurately reflecting the financial activity of the organization, including the comparison of actual to budgeted revenue and expense.

Article9.A.3 Quarterly financial statements must be provided to the board of directors. The statements must identify and explain any significant variation between actual and budgeted revenues and expenses.

Article9.A.4 FHAS may be able to subject its financial reports to an annual audit by a Certified Public Accountant.

Article9.A.5 FHAS may provide employees and volunteers with a confidential means to report suspected financial impropriety or misuse of organization resources.

Article9.A.6 FHAS must have written financial policies governing the following matters, where appropriate: (a) investment of the assets of the organization; (b) internal control procedures; (c) purchasing practices; (d) reserve funds; (e) compensation, including salary and benefits; (f) expense account reporting; and (g) earned income.

Article9.A.7 The organization should have clear and written policies on loans and staff advances.

   Wherever possible, the organization must ensure that its funding base is diversified.

Article9.B.  Donor Relationships and Privacy

Article9.B.1 FHAS is committed to respect the privacy of all donors and safeguard the confidentiality of    information that a donor would reasonably expect to be private.

Article9.B.2 FHAS must provide individual donors with the opportunity to remain anonymous and to prevent their name, gift amount, or other information from being publicly released.  

Public Accountability and Communication

Article10.   Volunteers, board members, employees and donors voluntarily become involved with FHAS because of its public benefit mission. Therefore, FHAS must be transparent and make information about its mission, program activities, and finances available to the public. FHAS must be accessible and responsive to public inquiry and reach out to interested parties.

 

Article10.A. Public Access

Article10.A.1 FHAS may provide members of the public who express interest in the affairs of the organization with a meaningful opportunity to communicate with an appropriate representative of the organization.

Article10.A.2 FHAS must ensure that it publicly discloses its audited or other financial statements to members of the public. 

Article10.B. Communication of Information

Article10.B.1 FHAS must prepare, and make publicly available, annual reports about the organization's mission, service activities, and basic financial data. These reports should also identify the names of the organization's board of directors and management staff.

Article10.B.2 FHAS must ensure that donors, clients, volunteers, and the general public have access to appropriate financial records and records of organizational activity and effectiveness measures in fulfillment of the public trust.

Article10.B.3 FHAS must ensure that personal information on individual clients, employees, and others is confidential unless permission to release information has been obtained.

Article10.B.4 FHAS will ensure that input from other stakeholders, especially members of the larger community or constituency that it serves are made part of regular evaluations and updating of programs. For all FHAS membership, the Institution will hold Annual General Meetings with full, open and accurate disclosure of relevant information concerning goals, programs, finances and governance.  

Partnerships and Alliances

Article11. FHAS may form alliances with other NGO, governmental or for-profit organizations if and when, it is appropriate to improve the organization's capability to advance its mission and serve its constituencies. FAHS must cautiously identify partners to create new opportunities to achieve mission-driven results.  

Article11. A. Objectives

FHAS will engage in collaborative efforts if, and when, such actions enhance its objectives and prevent, investigate, reduce, or eliminate duplication of services.

Article11.A.1 FHAS may collaborate with agencies and other community organizations to ensure fairness and equity and to ensure effectiveness in the use of charitable resources.

Article11.A.2 FHAS may provide leadership and collaborate with others to further the interests of its constituency and advancement of its mission.

Article11. B. Structure

When effectiveness and ease of management can be improved through partnership or alliance, FHAS may structure and formalize these relationships strategically.

To the extent possible, when appropriate, FHAS may foster and encourage cooperation at the local, regional, national and international levels in community and or constituency benefit efforts. 

 

In good faith, we affix our signatures to this bylaws at this session of the General Assembly, realized in the city of Orem, State of Utah soil of the United States of America, the 22^nd day of May,2006.

 

KENEY AUGUSTIN      DIANNE G. JOHNSON     JULIO WARNER LOISEAU

President                      Treasurer                                 Secretary General