Building Bridges America

​

ARTICLE I – NAME, PURPOSE

Section 1: The name of the organization shall be 

Building Bridges America, Inc. 

 

Section 2: Mission Statement: Building Bridges America, Inc. is dedicated to strengthening the bonds of support and understanding for people with disabilities in order to enhance their participation in every facet of American society.  

 

ARTICLE II – MEMBERSHIP

Section 1:  Membership shall consist of the members of the Board of Directors.

 

ARTICLE III – BOARD OF DIRECTORS

Section 1: Board Responsibility and Size. The Board is responsible for overall policy and direction of Building Bridges America, Inc. The Board shall have up to seven and not fewer than three members. The Board receives no compensation.

Section 2: Meetings. Meetings of the Board shall be held monthly during the year.  The January quarterly meeting shall serve the purpose of the annual meeting, since it is conducted at the beginning of the fiscal year. Notification of each meeting shall be communicated ten days in advance of the meeting via e-mail and/or mail.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4: Terms. All board members shall serve two-year terms, but are eligible for re-election.

Section: 5: Quorum. A quorum must be attended by at least two-thirds (2/3) of the Board before business can be transacted or motions made or passed.

Section 6: Notice. An official board meeting requires that each board member have written notice two weeks in advance.

Section 7: Officers and Duties. There shall be four officers of the Board consisting of a President, Vice-President, Secretary and Treasurer. Their duties are as follows:

The President shall call and preside at all meetings, shall act for and on behalf of the membership of the corporation, shall appoint any special committees necessary for the operation of business, and shall act as official spokesperson for the corporation. The President shall ensure all books, reports and certificates required by law are properly kept or filed. The President shall be one of the officers who may sign checks and documents for the corporation. The President shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization.

The Vice-President will chair committees on special subjects as designated by the Board, help guide in the overall planning and strategy by assisting with the budget, and help to develop fundraising plans. The Vice-President shall, in the event of the absence or inability of the President to exercise his/her office, become acting President of the corporation with all the rights, privileges and powers as if duly elected President. 

The Treasurer shall make a report at each board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to the Board and the public.

The Secretary shall be responsible for keeping records of board actions, including overseeing minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and copies of the agenda to each board member, and assuring that corporate records are maintained.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present board members two weeks in advance of a board meeting. Nominations shall be sent out to board members with the regular board meeting announcements and shall be voted upon at the next board meeting. Vacancies can only be filled at the end of a board member's term.

Section 9: 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 he/she has three unexcused absences from board meetings in a year. A board member may be removed for other reasons by a two-thirds (2/3) vote of the remaining directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each board member, postmarked and e-mailed two weeks in advance.

Section 11: Fiscal Policy. The fiscal year of the corporation shall be January 1 to December 31. The annual accounting period ends December 31. 

 

ARTICLE IV - COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, etc. The Board president appoints all committee chairs.

Section 2: The officers shall serve as 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 in the intervals between meetings of the Board. The Executive Committee shall be subject to the direction and control of the Board.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes one other Board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change to the organization’s budget must be approved by the Board or Executive Committee. 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 made available to the membership, board members and the public.

ARTICLE V

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article VI hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE VI

Said corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE VII

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII - AMENDMENTS

Section 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.

 

These Bylaws were approved and adopted at a meeting of the Board of Directors on 

_______________________, 2019. Adopted/signature and title____________________

 

 

PART IV (OF 1023)

NARRATIVE OF ACTIVITIES/SERVICES

 

Building Bridges America, Inc. was incorporated on  ___________________.  We have not been involved in any past activities and are not involved in any present activities. However, Building Bridges America, Inc. is dedicated to strengthening the bonds of support and understanding for people with disabilities in order to enhance their participation in every facet of American society.  In furtherance of this mission, we seek to engage, inform and educate the broader community of the musical talents, opportunities and challenges of people with disabilities and to mobilize resources in order to improve important services and the quality of live for this American community.

 

PART V (OF 1023)

Compensation and Other Financial Arrangements with Officers

2a

 

Barbara Chandler (President) and Chester Chandler (VP) are related as husband and wife 

 

 

 

PART V (1023) 5A

CONFLICT OF INTEREST POLICY

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The President of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.  

 

In witness whereof, we have hereunto subscribed our name this month and day of _____________ 2019. Adopted/signature and title_______________________________________________________ 

 

 

PART VI (OF 1023) 1A & 1B

DESCRIPTION OF PROGRAMS PROVIDING GOODS, SERVICES AND FUNDS

 

Building Bridges America, Inc. seeks to engage, inform and educate the broader community of the musical talents, opportunities and challenges of people with disabilities and to mobilize resources in order to improve important services and the quality of life for this American community. We plan to do the following to provide programming: 

 

• Partner with Arlington County for support with our agenda

  • By applying for grants

  • Keeping them aware of our activities

  • Seeking partnership opportunities when available

  • Inviting them to speak and share similar county initiatives and activities at planned musical events 

  • Draw on the resources of the County to hold arts and entertainment events that would either serve as fundraisers or as no-charge events for residents of Arlington County.

• Explore the use of the Spectrum for a musical event in late Spring to raise funds for advocates of the disability community.  

• Follow up with a Fall event after a successful Spring musical event

• Organize a performance with the goal of several performances in connection with the opening of Arlington County’s Cultural Center.  

  

VIII (OF 1023) DESCRIPTION OF FUNDRAISING

4A

Building Bridges America, Inc. will engage in fundraising activities to raise funds. In the future fundraising will include solicitation to foundation and governmental organizations for grants to engage, inform and educate the broader community of the musical talents, opportunities and challenges of people with disabilities and to mobilize resources in order to improve important services and the quality of live for this American community. Building Bridges America, Inc. will engage in social networking, e-mail solicitation and accepting donations to raise funds. All fundraising will be the responsibility of the Board volunteer efforts. 

 

PART IX (OF 1023) FINANCIAL DATA 

 

Budget 

 

Itemized Expenses for question #23 under Expense

 

 

• Year 2018 – Total $0 

 

2.   Year 2017 – Total  $0

 

3.   Year 2016 – Total  $0

 

4.   Year 2015 – Total $0

 

5.   Year 2014 – Total $0