Operational Principles and Guidelines
Set Free Services is a community non-profit designed to create and oversee community projects to service the homeless and working poor. It operates under time-tested principles of ethics and morality coming from historical teaching including the Bible. These include:
Set Free Services is not a faith-based organization designed to propagate any one certain religion, sect or group, but is designed to be faith inspired and faith friendly.
FAITH INSPIRED suggests the creators and leadership of Set Free Services recognize the role of inspiration that not only creates an organization, but inspires it to become more than just another for profit business. The organization exists for a higher purpose and stays humble recognizing the leading of God.
FAITH FRIENDLY suggests the organization is open to working not only with other organizations, foundations and supporters in the community, but with faith-based organizations. It is part of the common desire to have diversion, equity and inclusion to all peoples in the community including faith.
The operational principles and guidelines of Set Free Services cannot be changed except by unanimous vote by the current board and surviving founders.
- Acceptance
- Forgiveness
- Second Chances
- Encouragement
- Honesty
- Integrity
- Open Communication
- Loving all equally
Set Free Services is not a faith-based organization designed to propagate any one certain religion, sect or group, but is designed to be faith inspired and faith friendly.
FAITH INSPIRED suggests the creators and leadership of Set Free Services recognize the role of inspiration that not only creates an organization, but inspires it to become more than just another for profit business. The organization exists for a higher purpose and stays humble recognizing the leading of God.
FAITH FRIENDLY suggests the organization is open to working not only with other organizations, foundations and supporters in the community, but with faith-based organizations. It is part of the common desire to have diversion, equity and inclusion to all peoples in the community including faith.
The operational principles and guidelines of Set Free Services cannot be changed except by unanimous vote by the current board and surviving founders.
Maslow Pyramid
Purpose
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This Corporation’s primary purpose shall be to provide compassion to the local community through food, clothing, water, and other supportive services for chronically homeless, low-income families and individuals.
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Fact Sheet
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Set Free Services is a 501(c)3 non-profit organization which specializes in serving the local community through food, clothing, water, and vital services. This is a short fact-sheet on the work Set Free Services provides and the need for that work.
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HOMELESS AND WORKING POOR
The homeless population in Jackson County continues to climb. Due to low income, low availability of living units and the high cost of rentals more people are finding themselves without a home. Other factors like the high misuse of drugs and alcohol in Jackson County also grows the number of homeless on the streets. The working poor find themselves using more and more of their paychecks to cover the cost of housing and therefore must find supplemental ways to feed themselves. More are turning to area food pantries and the numbers being served are climbing each month.
FOOD
Set Free Services operates God’s Food Pantry one of the largest of the ACCESS food pantries in Jackson County. The pantry serves between 80-100 families every week with a supply of 3-5 days of food. The food consists of canned, dry, frozen meats, fresh dairy and salads, vegetables, breads and pastries. Food pantry participants shop in a grocery type setting where they get to make choices.
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MEALS
Set Free Services provides free lunches for homeless and poor residents of the community on Monday, Wednesday and Friday. Those served range from 30-100 per meal.
WATER
Set Free Services provides free water to those on the streets to fight dehydration. We hand out bottled water as needed during our meals and on our Friday outreach day. During the rest of the week we provide a 27/7 drinking fountain that people come to fill up their water bottles.
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CLOTHING
Set Free Services provides free clothing to those in the community in need of clothing. Our main distribution is on Friday when the clothing trailer is open from 9:30-12:30 pm. During the week those coming to Set Free’s location can get some items of clothing, blankets and more. Clothing is donated to Set Free and volunteers sort and distribute the clothing.
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SHOWER/LAUNDRY SERVICES
Set Free Services has a shower and a laundry trailer to provide free showers and laundry services during the week. We average just over 90 showers and 45 loads of laundry a week.
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INCOME
Set Free Services depends on the generosity of individuals, churches and businesses in the community who provide food, clothing and personal toiletry items to share with those whom SFS serves. SFS partners with ACCESS for food pantry items, but there is a cost to the monthly supply. Some grants are passed through ACCESS to SFS. Set Free Christian Fellowship provides the use their facility for the various services. Grants from foundations help cover much of the cost of serving the community along with financial donations from individuals in the community.
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By Laws of Set Free Services
Article I | Purpose
Set Free Services is organized and operated exclusively for charitable and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501 (c) (3) of the Internal Revenue Code (or its corresponding future provisions).
This Corporation’s primary purpose shall be to provide compassion to the local community through food, clothing, water, and other supportive services for chronically homeless, low-income families and individuals.
The Corporation shall not carry on propaganda or otherwise attempt to influence legislation. The Corporation shall not engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under Section 501(c)(3) of the Code. The Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall it engage in any “prohibited transaction” as defined in Section 503(b) of the Internal Revenue Code of 1986. In the event of dissolution or liquidation of the Corporation, any assets then remaining shall be distributed to a qualified, tax-exempt organization as described in Code Section 501 (c) (3).
This Corporation’s primary purpose shall be to provide compassion to the local community through food, clothing, water, and other supportive services for chronically homeless, low-income families and individuals.
The Corporation shall not carry on propaganda or otherwise attempt to influence legislation. The Corporation shall not engage in any transaction or permit any act or omission which shall operate to deprive it of its tax-exempt status under Section 501(c)(3) of the Code. The Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; nor shall it engage in any “prohibited transaction” as defined in Section 503(b) of the Internal Revenue Code of 1986. In the event of dissolution or liquidation of the Corporation, any assets then remaining shall be distributed to a qualified, tax-exempt organization as described in Code Section 501 (c) (3).
Article II | Non-membership
This Corporation shall have no members.
Article III | Board of Directors
Section 1: Duties
The affairs of the Corporation shall be managed by a Board of Directors.
Section 2: Number and Qualifications
The number of Directors may vary between a minimum of five and a maximum of fifteen.
Section 3: Terms and Election
Directors will be elected annually.
The Board shall elect its own members, except that a Director shall not vote on that member's own position. Each Director shall hold office for a calendar year and shall be reelected upon director’s choice and ability to carry forth the duties of a director.
Section 4: Removal
Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.
Section 5: Vacancies
Vacancies on the Board of Directors and newly created Board positions shall be filled by a majority vote of the Directors then on the Board of Directors. A vacancy will be filled no later than the first regular meeting of the Board following the vacancy.
Section 6: Resignations
Director resignations must be in writing and addressed to the Chairperson of the Board.
Missing three consecutive Board meetings or missing four within a fiscal year may disqualify any Director from exercising their duties of due care and be deemed a resignation, which may or may not be accepted by the Board.
Section : No Salary
Directors shall not receive salaries for their Board services but may be reimbursed for pre-approved expenses related to Board service.
Section 8: Diversity and Inclusion
Set Free Services is committed to providing services with compassion to the local community through food, clothing, water, and other supportive services for chronically homeless, low-income families and individuals, regardless of differences in age, color, disability, ethnicity, family or marital status, gender identity expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, veteran status or socio-economic status.
The affairs of the Corporation shall be managed by a Board of Directors.
Section 2: Number and Qualifications
The number of Directors may vary between a minimum of five and a maximum of fifteen.
Section 3: Terms and Election
Directors will be elected annually.
The Board shall elect its own members, except that a Director shall not vote on that member's own position. Each Director shall hold office for a calendar year and shall be reelected upon director’s choice and ability to carry forth the duties of a director.
Section 4: Removal
Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office.
Section 5: Vacancies
Vacancies on the Board of Directors and newly created Board positions shall be filled by a majority vote of the Directors then on the Board of Directors. A vacancy will be filled no later than the first regular meeting of the Board following the vacancy.
Section 6: Resignations
Director resignations must be in writing and addressed to the Chairperson of the Board.
Missing three consecutive Board meetings or missing four within a fiscal year may disqualify any Director from exercising their duties of due care and be deemed a resignation, which may or may not be accepted by the Board.
Section : No Salary
Directors shall not receive salaries for their Board services but may be reimbursed for pre-approved expenses related to Board service.
Section 8: Diversity and Inclusion
Set Free Services is committed to providing services with compassion to the local community through food, clothing, water, and other supportive services for chronically homeless, low-income families and individuals, regardless of differences in age, color, disability, ethnicity, family or marital status, gender identity expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, veteran status or socio-economic status.
Article IV | Meetings
Section 1: Regular Meetings
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time or place, or purpose of these meetings is required.
Section 2: Annual Meeting
An Annual Meeting of the Board of Directors shall be held each year in January for the purposes of planning, elections, Board development and related activities to support the health of the organization.
Section 3: Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson, by the Executive Committee, or by three or more Directors in office.
Notice of Special Meetings: Advance notice of the time and place of any special meeting of the Board of Directors shall be required. Notice of time and place of any special meetings of the Board of Directors shall be given by the Secretary, or by the person or persons calling the meeting to each of the Board of Directors by mail, email, personal communication, telephone or FAX, at least three days prior to the date on which the meeting will be held. Notice of any special meetings shall include a description of any of the following matters: if the Directors will be asked to approve the matter or matters at the meetings; amendment to the By Laws or Articles of Incorporation; merger; sales of assets other than in the ordinary course of business; or dissolution.
Section 4: Alternatives to Regular Meeting
Any regular or special meeting of the Board of Directors may be conducted through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
Section 5: Quorum and Action
A majority, 51%, of the duly elected Board of Directors at the time of the meeting shall constitute a quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers. The Board requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such as action taken by that majority as required by law.
Section 6: Action by Consent
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. The writing or writings are filed with the minutes of the proceedings. Such consent shall have the same force and effect as a unanimous vote of the Board.
Section 7: Waiver of Notice
Whenever notice is required to be given to any Director of the Corporation by the Articles of Incorporation, Bylaws, or laws of the State of Oregon, a waiver provided in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be equivalent to giving of such a notice. The waiver must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Additionally, a member’s attendance at a meeting waives objection to:
Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time or place, or purpose of these meetings is required.
Section 2: Annual Meeting
An Annual Meeting of the Board of Directors shall be held each year in January for the purposes of planning, elections, Board development and related activities to support the health of the organization.
Section 3: Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson, by the Executive Committee, or by three or more Directors in office.
Notice of Special Meetings: Advance notice of the time and place of any special meeting of the Board of Directors shall be required. Notice of time and place of any special meetings of the Board of Directors shall be given by the Secretary, or by the person or persons calling the meeting to each of the Board of Directors by mail, email, personal communication, telephone or FAX, at least three days prior to the date on which the meeting will be held. Notice of any special meetings shall include a description of any of the following matters: if the Directors will be asked to approve the matter or matters at the meetings; amendment to the By Laws or Articles of Incorporation; merger; sales of assets other than in the ordinary course of business; or dissolution.
Section 4: Alternatives to Regular Meeting
Any regular or special meeting of the Board of Directors may be conducted through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.
Section 5: Quorum and Action
A majority, 51%, of the duly elected Board of Directors at the time of the meeting shall constitute a quorum. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers. The Board requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such as action taken by that majority as required by law.
Section 6: Action by Consent
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. The writing or writings are filed with the minutes of the proceedings. Such consent shall have the same force and effect as a unanimous vote of the Board.
Section 7: Waiver of Notice
Whenever notice is required to be given to any Director of the Corporation by the Articles of Incorporation, Bylaws, or laws of the State of Oregon, a waiver provided in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be equivalent to giving of such a notice. The waiver must be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
Additionally, a member’s attendance at a meeting waives objection to:
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(a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented. |
Section 8: Conflicts of Interest
Disclosure of financial interest and withdrawal from discussion and voting by interested directors when there is an established conflict of interest. Transactions benefiting a director may be approved only by a greater than majority vote.
Disclosure of financial interest and withdrawal from discussion and voting by interested directors when there is an established conflict of interest. Transactions benefiting a director may be approved only by a greater than majority vote.
Article V | Committees
Section 1: Executive Committee
The Board of Directors may elect an Executive Committee. The Executive Committee (Chair person, Vice Chairperson, Secretary, Treasurer) shall have the authority to make ongoing decisions between Board meetings and shall have the authority to make financial and budgetary decisions except as limited in the remainder of this section. The Executive Committee shall not have and exercise such authority to amend, alter, or repeal any By Laws or Articles of Incorporation; to elect, appoint, or remove any committee member, Director or officer; to merge, consolidate, liquidate or otherwise reorganize the Corporation; to sell, lease, exchange or encumber all or substantially all of the assets of the Corporation or amend or repeal any resolution of the Board of Directors unless expressly authorized to do so by such a resolution. The designation and authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him/her by law. Actions of the Executive Committee shall be recorded in minutes which shall be distributed promptly to all members of the Board.
Section 2: Other Committees
The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more committees, in addition to the Executive Committee. Each committee shall consist of one or more Directors, and shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors in the management of Set Free Services. The designation and appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.
Section 3: Committee Quorum and Action
A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a consensus vote of Directors present. If after discussion a consensus vote cannot be attained, action will be determined by a majority vote.
Section 4: Limitations on the Powers of Committees
No committee may authorize payment of a dividend or any part of the income or profit of the Corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, By Laws, or any resolution by the Board of Directors.
The Board of Directors may elect an Executive Committee. The Executive Committee (Chair person, Vice Chairperson, Secretary, Treasurer) shall have the authority to make ongoing decisions between Board meetings and shall have the authority to make financial and budgetary decisions except as limited in the remainder of this section. The Executive Committee shall not have and exercise such authority to amend, alter, or repeal any By Laws or Articles of Incorporation; to elect, appoint, or remove any committee member, Director or officer; to merge, consolidate, liquidate or otherwise reorganize the Corporation; to sell, lease, exchange or encumber all or substantially all of the assets of the Corporation or amend or repeal any resolution of the Board of Directors unless expressly authorized to do so by such a resolution. The designation and authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him/her by law. Actions of the Executive Committee shall be recorded in minutes which shall be distributed promptly to all members of the Board.
Section 2: Other Committees
The Board of Directors, by resolution adopted by a majority of Directors in office, may designate or appoint one or more committees, in addition to the Executive Committee. Each committee shall consist of one or more Directors, and shall, to the extent provided in said resolution, have and exercise the authority of the Board of Directors in the management of Set Free Services. The designation and appointment of any such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon them by law.
Section 3: Committee Quorum and Action
A quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a consensus vote of Directors present. If after discussion a consensus vote cannot be attained, action will be determined by a majority vote.
Section 4: Limitations on the Powers of Committees
No committee may authorize payment of a dividend or any part of the income or profit of the Corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, By Laws, or any resolution by the Board of Directors.
Article VI | Officers
Section 1: Titles
The officers of this Corporation may be the Chairperson and Vice Chairperson, Secretary and Treasurer. All officers of this Corporation shall be members of the Board of Directors.
Section 2: Election
The Board of Directors shall elect the officers to serve a one year term. All officers are eligible to serve four consecutive terms and may serve longer at the Board’s request. The officers of the Corporation shall be elected by the Board of Directors at the Annual Meeting of the Board. Each officer shall hold office until the successor has been elected.
Section 3: Vacancy
A vacancy in any office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.
Section 4: Other Officers
The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.
Section 5: Chairperson
The Chairperson is the senior volunteer leader of the organization and presides at all meetings of the Board, the Executive Committee, and other meetings as required. The Chairperson oversees implementation of corporate policies and ensures that appropriate administrative systems are established and maintained.
Section 6: Vice Chairperson
In the absence of the Chairperson, the Vice-Chairperson shall act as Chairperson. The Vice-Chairperson shall also have other duties as designated by the Chairperson and the Board and shall serve in this position as Chairperson-Elect.
Section 7: Secretary
The Secretary shall have overall responsibility for all recordkeeping and shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (b) provision for notice of all meetings of the Board of Directors; (c) keep an updated roster of board member names (d) any other duties as may be prescribed by the Board of Directors.
Section 8: Treasurer
The Treasurer shall maintain the financial records and report to the Board. The Treasurer, jointly with the Board Chair and Finance Committee Chair (should you have a Finance Committee in place), ensures that current records are maintained, reflecting the financial condition of Set Free Services. The Treasurer participates in the preparation of the budget and ensures that accurate books and records on financial condition are maintained and that the assets of the organization are protected and invested according to corporate policy. The Treasurer ensures compliance with corporate and statutory reporting requirements, and the authentication of the records of the Corporation.
The Treasurer ensures that comprehensive financial reports to the Board are prepared in a timely and accurate manner and performs all duties incident to the office of the Treasurer.
The officers of this Corporation may be the Chairperson and Vice Chairperson, Secretary and Treasurer. All officers of this Corporation shall be members of the Board of Directors.
Section 2: Election
The Board of Directors shall elect the officers to serve a one year term. All officers are eligible to serve four consecutive terms and may serve longer at the Board’s request. The officers of the Corporation shall be elected by the Board of Directors at the Annual Meeting of the Board. Each officer shall hold office until the successor has been elected.
Section 3: Vacancy
A vacancy in any office shall be filled not later than the first regular meeting of the Board of Directors following the vacancy.
Section 4: Other Officers
The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.
Section 5: Chairperson
The Chairperson is the senior volunteer leader of the organization and presides at all meetings of the Board, the Executive Committee, and other meetings as required. The Chairperson oversees implementation of corporate policies and ensures that appropriate administrative systems are established and maintained.
Section 6: Vice Chairperson
In the absence of the Chairperson, the Vice-Chairperson shall act as Chairperson. The Vice-Chairperson shall also have other duties as designated by the Chairperson and the Board and shall serve in this position as Chairperson-Elect.
Section 7: Secretary
The Secretary shall have overall responsibility for all recordkeeping and shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of all proceedings of the Board of Directors meetings and actions; (b) provision for notice of all meetings of the Board of Directors; (c) keep an updated roster of board member names (d) any other duties as may be prescribed by the Board of Directors.
Section 8: Treasurer
The Treasurer shall maintain the financial records and report to the Board. The Treasurer, jointly with the Board Chair and Finance Committee Chair (should you have a Finance Committee in place), ensures that current records are maintained, reflecting the financial condition of Set Free Services. The Treasurer participates in the preparation of the budget and ensures that accurate books and records on financial condition are maintained and that the assets of the organization are protected and invested according to corporate policy. The Treasurer ensures compliance with corporate and statutory reporting requirements, and the authentication of the records of the Corporation.
The Treasurer ensures that comprehensive financial reports to the Board are prepared in a timely and accurate manner and performs all duties incident to the office of the Treasurer.
ARTICLE VII | Fiscal Provisions
Section 1: Fiscal Year
The fiscal year of the Corporation shall be the calendar year January 1 to December 31.
Section 2: Approval of the Annual Budget
At least 30 days prior to the start of the new fiscal year (October/November) the Board shall approve Set Free Services’ budget for the upcoming fiscal year. The approved budget may be reviewed and revised periodically as deemed necessary by the Board.
Section 3: Summary of Fiscal Year
Not later than two months after (January/February) the close of each fiscal year Set Free Services shall prepare a balance sheet showing in reasonable detail the financial condition of the Set Free Services at the close of the fiscal year.
Section 4: Loans Prohibited
No loans shall be made by the Corporation to any Officer or Director. No Officer or Director may make any loans to the Corporation.
Section 5: Deposit of Funds
All funds of Set Free Services shall be deposited from time to time to the credit of Set Free Services in such banks, trust companies or other depositories as the Board of Directors may select.
Section 6: Accepting Gifts, Bequests, etc.
The Board of Directors may accept on behalf of Set Free Services any contribution, gift, bequest, or device for the general purposes or for any special purpose of Set Free Services.
The fiscal year of the Corporation shall be the calendar year January 1 to December 31.
Section 2: Approval of the Annual Budget
At least 30 days prior to the start of the new fiscal year (October/November) the Board shall approve Set Free Services’ budget for the upcoming fiscal year. The approved budget may be reviewed and revised periodically as deemed necessary by the Board.
Section 3: Summary of Fiscal Year
Not later than two months after (January/February) the close of each fiscal year Set Free Services shall prepare a balance sheet showing in reasonable detail the financial condition of the Set Free Services at the close of the fiscal year.
Section 4: Loans Prohibited
No loans shall be made by the Corporation to any Officer or Director. No Officer or Director may make any loans to the Corporation.
Section 5: Deposit of Funds
All funds of Set Free Services shall be deposited from time to time to the credit of Set Free Services in such banks, trust companies or other depositories as the Board of Directors may select.
Section 6: Accepting Gifts, Bequests, etc.
The Board of Directors may accept on behalf of Set Free Services any contribution, gift, bequest, or device for the general purposes or for any special purpose of Set Free Services.
Article VIII | Corporate Indemnity
This Corporation will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director or officer of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the Corporation. No amendment to this Article that limits the Corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The Corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification – substantively, procedurally, and otherwise.
Article IX | Amendments to Bylaws
These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Board of Directors at any annual, regular or special meeting of the Board. All amendments shall be effective when adopted.
Prior to the adoption of the amendment, each Director shall be given at least three days’ notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the By Laws and shall contain a copy of the proposed amendment.
Prior to the adoption of the amendment, each Director shall be given at least three days’ notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the By Laws and shall contain a copy of the proposed amendment.