BYLAWS OF GRACE FOR ADDICTIONS, INC.

ARTICLE I - NAME AND PURPOSE

Section 1. Name
The name of the organization shall be Grace For Addictions, Inc. (hereinafter referred to as the “Corporation”).

Section 2. Purpose
The Corporation is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code. The Corporation provides support for individuals struggling with addiction recovery, mental health wellness, suicide awareness, and personal transformation through virtual and community-based services.

ARTICLE II - OFFICES

Section 1. Principal Office
The principal office of the Corporation shall be located at 936 McKinley Avenue #20, Des Moines, Iowa.

Section 2. Registered Agent
The registered agent of the Corporation shall be Thomas DeGarmeaux, located at 936 McKinley Avenue #20 Des Moines, IA, or as otherwise designated by the Board of Directors.

ARTICLE III - BOARD OF DIRECTORS

Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors (the “Board”). The Board shall have control of and be responsible for the management of the affairs, property, and interests of the Corporation.

Section 2. Number, Tenure, and Qualifications

• Number: The Board of Directors shall consist of no fewer than three (3) and no more than nine (9) directors unless amended by a resolution of the Board.

• Tenure: Directors shall serve terms of two (2) years. Directors may be re-elected for consecutive terms.

• Qualifications: Directors must have an interest in furthering the Corporation's mission and goals. They should possess relevant experience in areas such as addiction recovery, mental health, nonprofit governance, or community leadership.

Section 3. Election and Removal of Directors

• Election: New directors or re-elected directors shall be elected by a majority vote of the existing Board of Directors at the annual meeting. Nominations for new directors may be made by any member of the Board.

• Removal: A director may be removed by a two-thirds (2/3) vote of the remaining directors whenever, in their judgment, the best interests of the Corporation would be served by such removal.

Section 4. Vacancies

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired term of their predecessor.

ARTICLE IV - OFFICERS

Section 1. Officers
The officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board may elect or appoint other officers as it deems necessary. The same individual may hold more than one office, except the roles of President and Secretary.

Section 2. Election and Term of Office
The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting. Each officer shall serve a one-year term but may be re-elected for consecutive terms.

Section 3. Removal of Officers
Any officer may be removed by a majority vote of the Board whenever, in the Board’s judgment, the best interests of the Corporation would be served by such removal.

Section 4. Duties of Officers

• President: The President shall be the principal executive officer of the Corporation and shall supervise and control all the business and affairs of the Corporation. The President shall preside at all meetings of the Board.

• Vice President: The Vice President shall perform the duties of the President in the absence of the President and shall perform such other duties as assigned by the President or the Board.

• Secretary: The Secretary shall keep the minutes of all Board meetings, see that notices are duly given as required, and be the custodian of the Corporation’s records.

• Treasurer: The Treasurer shall have charge and custody of all funds of the Corporation, shall oversee financial management and budgeting, and shall render financial reports as required by the Board.

ARTICLE V - MEETINGS OF THE BOARD

Section 1. Regular Meetings
The Board of Directors shall hold regular meetings at least quarterly. The date, time, and location of each meeting shall be determined by the Board. The Board may participate in meetings through teleconferencing or other electronic means.

Section 2. Annual Meeting
The annual meeting of the Board of Directors shall be held in September of each year for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting.

Section 3. Special Meetings
Special meetings of the Board may be called by or at the request of the President or any two (2) directors. Notice of any special meeting shall be given at least three (3) days in advance by written notice delivered personally, sent by mail, or transmitted electronically.

Section 4. Quorum
A majority of the total number of directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum is present, a majority of the directors present may adjourn the meeting.

Section 5. Voting
Each director shall have one vote. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by law or these bylaws.

ARTICLE VI - COMMITTEES

Section 1. Committees of Directors
The Board may designate and appoint one or more committees, each consisting of two or more directors. These committees shall have such authority as the Board may delegate, except to the extent limited by law.

Section 2. Standing Committees
Executive Committee: Comprised of the officers, the Executive Committee shall have the authority to make decisions on behalf of the Board between regular meetings, subject to ratification by the Board at the next meeting.
Finance Committee: Oversees the financial health of the Corporation, including budgeting, financial planning, and reporting. The Treasurer shall chair this committee.
Programs Committee: Responsible for overseeing and evaluating the Corporation’s programs, ensuring alignment with the mission and goals of the Corporation.

Section 3. Ad Hoc Committees
The Board may create ad hoc committees as necessary to address specific issues or projects. Ad hoc committees shall dissolve upon the completion of their assigned tasks.

ARTICLE VII - CORPORATE FINANCES

Section 1. Fiscal Year
The fiscal year of the Corporation shall be from January 1 to December 31, or as otherwise determined by the Board.

Section 2. Contracts and Financial Transactions
The Board may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. All checks, drafts, or other orders for the payment of money shall be signed by such officer(s) or agent(s) as determined by the Board.

Section 3. Bank Account Ownership and Financial Crimes Compliance
In compliance with the Financial Crimes Enforcement Network (FinCEN) regulations, the Corporation shall maintain clear and consistent account ownership information for all bank accounts. The following policies shall be enforced:
 

• Bank Account Signatories: At least two (2) officers’ names shall be listed as authorized signatories on all bank accounts at all times.

• Officer Changes: No more than one (1) officer listed as a signatory on the bank account may be changed within a given fiscal year, except in cases of resignation, incapacity, or removal as provided in these bylaws.

• Transparency and Documentation: Any changes to bank account ownership information or authorized signatories must be clearly documented in the Board’s minutes and reported to the relevant financial institutions promptly.

• Intent of Accounts: The purpose and intent of each bank account held by the Corporation shall be clearly defined and documented to prevent any misuse or ambiguity regarding the use of funds.

Section 4. Gifts and Donations
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or device for the charitable purposes of the Corporation.


ARTICLE VIII - AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meeting, provided that at least ten (10) days’ written notice is given of the intention to alter, amend, repeal, or adopt new bylaws.

ARTICLE IX - INDEMNIFICATION

To the fullest extent permitted by the laws of the State of Iowa, as now or hereafter in effect, the Corporation shall indemnify its directors and officers against any and all liabilities, expenses, and claims incurred in their capacity as directors or officers of the Corporation.

ARTICLE X - DISSOLUTION

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities, dispose of all assets of the Corporation in accordance with the Articles of Incorporation.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors of Grace For Addictions, Inc., and we consent to, and hereby adopt, the foregoing bylaws as the Bylaws of this Corporation.

DATE: 8/19/24

DIRECTORS: 
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Thomas DeGarmeaux, Director

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Doreen Bartling, Director

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Jill DeGarmeaux, Director

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Sean Wendling, Director