Bylaws of
Wings of Hope, Inc.

(Adopted April 22, 2006) (Amended  11/07)
Federal I.D. # 84-1708330

Article I – Name and Offices

Section 1. 1 – The name of the organization shall be Wings of Hope, Inc.  It is organized in compliance with the laws of Massachusetts And under regulations set forth under Section 501 c 3 of the Internal Revenue Service Code.

Section 1.2 – Principal Office:  The principal office of Wings of Hope, Inc. for the transaction of its business will be at the office of the  Treasurer of the organization.

Section 1.3 – Change of Principal Office:  The location of the organization’s principal office can be changed only by amendment of these Bylaws and not otherwise.

Section 1.4 – The Corporation may also have offices at such other places where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

Article II – Purpose

Section 2.1 – Purpose:  Wings of Hope is organized exclusively for charitable purposes.  The specific purpose of this organization is two-fold:

To support the objective of the Wings of Hope which is to provide ceremonial butterfly releases and programs as a means of support to other groups (non profit or otherwise) and individuals who are facing difficult circumstances. It is designed to provide the opportunity for children and families, schools and other individuals and groups in crisis to encounter butterflies - and allow those butterflies to bring encouragement to those who need "lifting up" because of difficult life circumstances.  We are providing for a social need that benefits those who are in crisis.

The second part of our mission is to encourage those we service to do some good for the earth.  We are protecting and restoring butterfly habitats everywhere possible.   We encourage recipients of butterflies to plant a living memorial in the form of a butterfly garden or other habitat to enable butterflies to flourish.   This special initiative of Wings of Hope will help to  create butterfly habitats all around the globe. Releasing butterflies helps keep the earth green by pollinating plants. Growing host plants and nectar plants for butterfly habitat helps absorb carbon dioxide, commonly known as greenhouse gas, thereby reducing the pollution in the air, again helping to help keep the earth green.   We consider ourselves a ‘green’ association. Wings of Hope, Inc. partners with groups and individuals that we service to accomplish these goals:

·        Educate people about the fragile life cycle of the butterfly, beautiful creatures, and important as pollinators, who have suffered a decline in their natural habitats.

·        Encourage individuals and groups we service to act in ways which will benefit butterflies and actively assist individuals, schools and other groups to create backyard, school, and community gardens to provide habitat for many species of butterflies;

·        Promote our butterfly flower and host plant seeds program with specific information and personal assistance on how to create a butterfly habitat as a living memorial or to symbolize what is in their hearts.

·        Recipients who participate in the Wings of Hope program will release butterflies and are encouraged to plant butterfly habitats.  Butterfly releasing benefits our earth and mankind in many ways.  It connects us to the beauty of nature and it touches our hearts.  It keeps our planet green by allowing those butterflies to pollinate.  The new plants will draw carbon dioxide from the air and create a habitat for butterflies, from egg to larva to chrysalis to butterfly; they can continue their cycle of life.

A similar non incorporated Wings of Hope program has been in existence since 1999 under the auspices of the International Butterfly Breeders Association, Inc. (a 501 C 6) and has been run exclusively by volunteers.  The Board of Directors of the IBBA, Inc. voted in April of 2006 to allow volunteers to establish Wings of Hope, Inc. as a separate, free-standing, autonomous charitable organization with its own Board of Directors governed by its own Bylaws.

Wings of Hope will seek public and private funds as a way to support its goals.  It will seek a broad base of support.   Contributions to Wings of Hope will be deductible as charitable contributions on the donor’s federal and/or state income tax return.

Fund-raising events – Wings of Hope may conduct fund-raisers.  In raising money through fund-raising events, if the donor receives something of value in return for the contribution, a common occurrence with fund-raising efforts, a part or all of the contribution may not be tax deductible.  This may occur for example when merchandise or benefits are given in return for payment of a specified minimum contribution.  Wings of Hope will disclose this IRS regulation in the event of a fund-raiser. (Reference IRS Publication 1771, Charitable Contributions-Substantiation and Disclosure Requirements)

Wings of Hope is organized specifically for purposes within the meaning of Section 501 C 3 of the Internal Revenue Code. 

Section 2.2 Wings of Hope will not be organized or operated for the benefit of private interests.  No part of the organization’s net earnings will inure to the benefit of private shareholders or individuals.

Section 2.3 The organization will not, as a substantial part of its activities, attempt to influence legislation (unless it elects to come under the provisions allowing certain lobbying expenditures) or participate to any extent in a political campaign for or against any candidate for public office.

Section 2.4  No activities of this organization shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to, any candidate for public office.

Article III – Members

Section 3.1 Membership:  Membership shall consist of the Board of Directors.

Article IV – Board of Directors

Section 4.1 – Board role, size and compensation:  The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees.  Subject to the provisions of the general laws of the Commonwealth of Massachusetts and to any limitations in the forthcoming Certificate of Incorporation as well as these Bylaws relating to action required or permitted, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.  The board shall have up to 11 but not fewer than 3 members.  Newly created directorships (over the initial fixed number) shall be filled at the next election of Directors.  Compensation, if any, for directors, officers or staff will be determined by the Board of Directors. In all cases, any salaries, stipends, or payments received by officers, staff or contractors of the organization shall be reasonable and given in return for services actually rendered the organization which relate to the performance of the non-profit purposes of Wings of Hope.

Only the Board, except as otherwise provided for in these bylaws or under the laws of Massachusetts , may by resolution authorize any officer or agent of Wings of Hope to enter into any contract or execute and deliver any instrument in the name of and on behalf of Wings of Hope.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the organization by any contract, or engagement or to pledge its credit, or to render it liable monetarily for any purpose or in any amount.

 From time-to-time the Board may bestow Honorary Membership to certain individuals to help promote and achieve the purpose of the organization.  Honorary Members will have no voting powers.

Section 4.2 –.  We will encourage nominations for our Board from the butterfly release industry.  To maintain our history and friendly association with the International Butterfly Breeders Association, Inc.  there will be partnering efforts to continue to realize the goals of the Wings of Hope, Inc.  We will encourage IBBA, Inc. volunteers  to participate in some capacity and will seek to work with the butterfly farmers for donations of butterflies, seeds, habitat plans, etc.

Section 4.3 – Terms:  All board members shall serve two-year terms, but are eligible for re-election for up to four consecutive terms.  A board member who has served four consecutive terms will be eligible to run for a Board seat after two years.  There will be no limit to the number of times one may serve as a Director.

Section 4.4 – Meetings and Notice:  The board shall meet at least twice per year, at an agreed upon time and place.  Meetings may also be held via internet or telephone connection.  An official board meeting requires that each board member have written notice at least two weeks in advance.  An Annual Meeting is required and notice of the Annual Meeting shall be given to the Directors not less than 10 days prior to the meeting.

Section 4.5 – Board elections:  During the last quarter of each fiscal year of the organization, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year.  This election shall take place during a regular or annual meeting of the directors, called in accordance with the provisions of these bylaws.  Mid-year vacancies can be filled by the Board of  Directors.

Section 4.6 – Election procedures:  New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present.  Directors elected (except for mid-term vacancies) shall serve a term beginning on the first day of the next calendar year.

Section 4.7 – Quorum:  A quorum must be a simple majority of Board members for business transactions to take place and motions to pass. 

Section 4.8 – Removal from Office:  Subject to any other article in these bylaws, any board member of the corporation can be removed from office by a 2/3 majority (rather than simple majority) vote of the Board of Directors.  Discussion and vote will take place in a closed session of the Board. Confidentiality of the details of any disciplinary action will be maintained.  The vote will be disclosed in the minutes without giving the name of the person and will be worded in such a way as to be non-injurious to the member.

Section 4.9 – Action by Unanimous Written Consent Without Meeting:  Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  Such action by written consent shall have the same force and effect as the unanimous vote of the Directors.  Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the Bylaws of this organization authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.  Written consent shall be deemed valid if given via electronic mail or facsimile.  The Secretary will have the right to verify written consent if given electronically, by requesting verbal or more extensive written verification of any or all of the Directors’ actions.

Article V – Officers and Duties

Section 5.1 There shall be four officers of the board, consisting of a President (Chair), Vice-President, Secretary and Treasurer.  The Chair shall convene and preside at  regularly scheduled board meetings.  The Vice-President will resume the President’s duties in his/her absence and may chair committees on special subjects as designated by the board.  The secretary shall be responsible for keeping records of board actions/minutes, sending out meeting announcements, distributing copies of minutes and agenda to each board member and assuring that organizational records are maintained.  The treasurer shall make a report at each board meeting.  The treasurer may chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to board members and the public.

Article VI – Vacancies

Section 6.1 Vacancies:  When a vacancy on the board exists mid-term, the secretary may receive nominations for new members from present board members 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.

Article VII – Absences

Section 7.1 Absences:  When it is deemed that a Board members absences become excessive, the Board shall meet in Executive Session to determine how the vacancies impact the operations of the organization and will vote on whether to ask for a resignation or proceed with vacating that seat.

Article VIII – Special Meetings

Section 8.1  Special meetings of the board shall be called upon the request of the chair or 1/3 of the Board.  Notices of special meetings shall be sent out by the secretary to each board member at least one week in advance.  Emergency meetings may be called upon the request of the chair or 1/3 of the Board.  Notice of emergency meetings must consist of 48 hours.

Article IX – Committees

Section 9.1 – Committee formation:  The board may create committees as needed, such as fundraising, public relations, etc.  The Board President appoints all committee chairs.  The Committee chairs, with guidance from the Board, will recruit members for their respective committees.

Section 9.2 – Executive Committee:  The four officers shall serve as the members of the Executive Committee.  Subject to the direction and control of the full board, the members of the Executive Committee may have all the powers and authority of the board of directors in the intervals between meetings of the board of directors or if the board of directors cannot reach a quorum in an emergency.  This power and authority excludes the power to amend the articles of incorporation and bylaws.

Section 9.3 – Finance Committee:  The treasurer is the chair of the Finance Committee, the number of which shall be determined by the Board.  Members of the Finance Committee shall also be members of the Board.  The Finance Committee may, upon the direction of the Board,  recommend fiscal procedures, fundraising plans and annual budgets.  However, the Board must approve the budget and all expenditures must be within the budget.  The financial records of the organization are public information and shall be made available or posted on the website in a conspicuous manner.

Article X – Director and Staff

Section 10.1  Staff or independent contractors may be hired by the board.  Any interested party  in any position must declare a conflict of interest and refrain from voting on that particular issue.  Type of hire, compensation and projects will be determined by the Board.

Article XI – Requisite Filings

Section 11.1

Massachusetts Secretary of State

Form:  Annual Report for Nonprofit Corporations

Due Date:  November 1
To:  Secretary of State, Corporations Division, Commonwealth of Massachusetts, One Ashburton Place, 17 Floor, Boston, MA  02108
Information
(617) 727-2850
Forms
(617) 727-9440
Web Site:  www.sec.state.ma.us/cor/coridx.htm
Filing Fee:  $15

Massachusetts Attorney General

Form:  Attorney General Form PC and copy of IRS Form 990 or 990 EZ
Due Date:  5 ½ Months after end of Fiscal Year
To:  Division of Public Charities, Office of the Attorney General, Commonwealth of Massachusetts, One Ashburton Place, Boston, MA  02108
Information – MUST FILE FOR ATTORNEY GENERAL # FIRST ALSO KNOWN AS AG #.  This must be inserted on the front page of the Form PC.  There is no cost to file for AG #, just follow directions on the website.
Information:  (617) 727-2200
Web Site:  www.ago.state.ma.us
Filing Fee: $35 - $250 – depending on revenues
Note:  If funds raised from public:  Attach Schedules A-1, A-2 to Form PC
If revenues over $1000,000 – Provide review audit with Form PC
If revenues over $5000,000 – Provide complete audit with Form PC

Internal Revenue Service

Form:  Annual Return form 990 or Form 990 EZ
Due Date:  4 ½ months after End of Fiscal Year
To:  IRS address included in Instructions.  Instructions can be downloaded from website.
Information:  (800) 829-1040
Forms:  (800) 829-3676
Web Site:  www.irs.gov/charities
Filing Fee:  See Directions
Public Charities:  If revenues under $25,000, no filing due.  However, filing is encouraged as it initiates a Statute of  Limitations in terms of IRS audits.
If revenues between $25,000 and $1000,000, submit Form 990EZ.

New internal revenue service, U.S. Dept. of the Treasury

New Annual Electronic Filing Requirement for Small Tax-Exempt Organizations—e-postcard (Form 990-N)

Beginning in 2008 small tax exempt organizations that previously were not required to file returns will (since we are a charity) be required to file an annual electronic notice, Form 990-N, Electronic Notice (e postcard) for Tax Exempt not required to file Form 990 or 990 EZ.  This filing requirement applies to tax periods beginning after December 31, 2006.  ORGANIZATIONS THAT DO NOT FILE THE NOTICE WILL LOSE THEIR TAX-EXEMPT STATUS.  The IRS is now preparing electronic procedures and will publicize filing procedures when the system is completed and ready for use.

Massachusetts Department of Revenue

Form ST-ER (Application for Sales Tax Exemption Renewal)
Due Date:  Every 10 years before the expiration date of Form ST-2
To:  Massachusetts Department of Revenue, Bureau of Desk Audit, Exempt Organization Unit, 200 Arlington Street , Chelsea , MA   02150
Information:  (617) 887-6367
Forms:  (617) 727-9440
Web Site:  www.dor.state.ma.us
Filing Fee:  $0

State Regulations

Section 11.2  Restated articles of Organization:  Wings of Hope, Inc. may restate its articles of organization by a vote of two-thirds of its members legally qualified to vote at a meeting called for the purpose of restating its articles. M.G.L.A. c180 7 (1971); 950 CMR 106.09.

Section 11.3  Articles of Amendment:  Wings of Hope, Inc. may amend its articles of organization by a vote of two-thirds of its members legally qualified to vote at a meeting called for the purpose of amending its articles. M.G.L.A. c180 7 (1971); 950 CMR 106.09

Section 11.4 Wings of Hope, Inc. must specify any changes in officers or directors by filing a certificate of change of directors or officers.  M.G.L.A. c180 6 D (1991).

Section 11.5 Certificate of change of principal office:   Wings of Hope, Inc. must specify any changes to the principal office address by filing a certificate of change of principal office. Post Office boxes are not acceptable as a principal office address.  M.G.L.A. 180 10 C (1989) MGLA c156 B (1964); 950 CMR 104.08.

Section 11.6 Certificate of change of fiscal year:  Wings of Hope, Inc. must specify any changes to the date of the fiscal year end by filing a certificate of change of fiscal year.  M.G.L.A. c180 10C (1989); 950 CMR 104.08

Section 11.7 Certificate of appointment of resident agent:  Wings of Hope, Inc. may appoint a resident agent upon whom all lawful process may be served.  The individual or corporation must have a residence or business address in the Commonwealth.   The Clerk of the Organizatoin must be a Massachusetts resident.  M.G.L. c180 10C (1989) M.G.L.A. c156 B 49 (1964) 950 CMR 104.07.

Section 11.8 Certificate of change of address of resident agent:  The resident agent of Wings of Hope, Inc. may change his/her address by filing a certificate of change of address of resident agent.  The individual or corporation must have a residence or business address in the Commonwealth.  A member of Wings of Hope, Inc. may be the resident agent as long as he/she lives in Massachusetts and is an Officer of Wings of Hope, Inc.

Section 11.9 Certificate of resignation of resident agent:  The resident agent of Wings of Hope, Inc. may resign by filing a certificate of resignation of resident agent.  This certificate must also be mailed to the corporation at its last known address.  M.G.L. c180 10C (1989) M.G.L.A. c156B 49 (1964) 950 CMR 104.07.

Section 11.10 Certificate of revocation of appointment of resident agent:  Wings of Hope, Inc. may revoke the appointment of a resident agent by filing a certificate of revocation of appointment of such agent.  M.G.L. c180 10 C (1989) M.G.L.A. c156 B 49 (1964); 950 CMR 104.07.

Article XII - Amendments

Section 12.1 Amendments:  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 XIII Non-Liability of Directors

Section 13.1 Non-Liability of Directors: The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Article XIV Indemnification

Section 14.1 Indemnification:  To the extent that a person, who is, or was, a director, officer, employee or other agent of this organization has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this organization but only to the extent allowed by and in accordance with the requirements of Massachusetts Law.

Article XV – Parliamentary Authority

Section 15.1 Parliamentary Authority:  The rules contained in the latest edition of Roberts Rules of Orders shall serve as guidelines for the organization in cases where clarification is warranted and to such extent that they are not inconsistent with the bylaws or the special rules of this organization.

Article XVI – Dissolution

Section 16.1 All members of the Corporation shall be deemed to have expressively consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed among the non profit entities listed under the Wings of Hope Project.                                                         

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