1.1 Name
The name of the organization shall be Healthy Families Network, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Idaho.

1.2 Purpose
Healthy Families Network, Inc is organized to establish a community environment that supports healthy marriages and responsible fatherhood including taking financial responsibility for children.

• 1.2.1 Improve the financial well-being of children by
1. Increasing knowledge and skills to help couples prepare, form and sustain healthy marital relationships
2. Increasing knowledge and skills to encourage responsible fatherhood
3. Increasing parenting knowledge and skills for surrogate parents
4. Increasing parenting knowledge and skills for unwed mothers and fathers.
• 1.2.2 Create a faith-based community coalition working toward the healthy implementation of the Community Marriage and Family Agreement.
• 1.2.3 Establish community norms that support families and responsible parenting.

2.1 Membership
Membership shall consist of the Board of Directors.

3.1 Board Role, Size, and Compensation
The board of directors is the established governing board responsible for setting organizational policy, long-term strategy, evaluating the performance of the chief executive officer, insuring proper public positioning for the organization, reviewing and approving operating and capital budgets and providing for and participating in the program for fund development. The board may have up to 15, but not fewer than 5 members. The Board receives no compensation other than reasonable expenses.
3.2 Board members are responsible for

• 3.2.1 Attendance at all regular and special meetings of the board (90% attendance required).
• 3.2.2 Serving on board committees.
• 3.2.3 Reviewing and ultimately approving the operational and capital budgets submitted by the chief executive each fiscal year.
• 3.2.4 Participating in fund development as a donor including an annual gift commensurate with ability; by insuring an adequate budget for fund development activities, and by serving as a solicitor, when appropriate.
• 3.2.5 Reviewing annually the performance of the organizational chief executive against annual objectives set collaboratively between the board and the chief executive.
• 3.2.6 Reviewing and approving all financials of the organization including an annual independent audit.
• 3.2.7 Providing appropriate and necessary authorization for the chief executive to perform his/her duties including, but not limited to: perform all personnel functions, approve all operational and capital expenditures within pre-set limits, conduct all operations of the organization within the charter and operating plan of the organization.
• 3.2.8 Serving as an advocate for the organization in their own spheres of influence.
• 3.2.9 Building liaisons between the organization and business and civic groups in communities served by the organization.
• 3.2.10 Making public statements to the press on behalf of the organization only through an officially approved board spokesperson.

3.3 Terms
The Board members may establish term limits by majority action.

• 3.3.1 Directors shall be elected for staggered three-year terms with each class to be as nearly equal in number as possible. Each director shall hold office until such director's successor shall be elected and qualified. Directors shall be elected at the annual meeting of the Board of Directors. The initial Board of Directors shall determine the term of each Director so that one-third shall have three year terms, one-third shall have two-year terms and one-third shall have one-year terms.

3.4 Board Elections
The Board of Directors shall elect Directors to fill vacancies that may occur.

3.5 Election Procedures
New Directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present.

3.6 Quorum
A quorum must be attended by at least forty percent of Board members for business transactions to take place and motions to pass.

3.7 Officers and Duties
There will be five officers of the Board. Chair positions are for a three year term. The secretary and treasurer positions serve a two year term. Elections will be held each year in June, at the annual meeting of the Board of Directors. Each year a chair will be elected. The prior year's third chair (chair elect) will take the first chair role in the second year of their term. The out going chair will continue as second chair (past chair). Their duties are as follows:

• 3.7.1 The First Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: The chair possesses administrative and financial signature authority for the organization.
• 3.7.2 The Second Chair shall chair committees on special subjects as designated by the Board. The past years chair serves as second chair, fills the first chairs role in the first chairs absence, including financial signature authority.
• 3.7.3 The Third Chair, chair-elect, rotates into the first chair position during the chair-elect's second year of tenure. The third chair may also fill the first chair role in the absence of the first and second chair, including financial signature authority.
• 3.7.4 The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
• 3.7.5 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 Board members and public. The treasurer shall have financial signature authority.

3.8 Vacancies
When a vacancy on the Board exists, the secretary must 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.

3.9 Resignation, Termination, and Absences
Resignation from the Board must be in writing and received by the secretary. A Board member shall be terminated from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Directors.

3.10 Meeting and Notice
The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board member have written notice at least two weeks in advance.

3.11 Special Meetings
Special meetings of the Board shall be called upon the request of the chair, or one-third of the Board. Notices of special meetings shall be sent out by the secretary to each Board member at least two weeks in advance.

3.12 Conflicts of Interest
No contract or other transaction between the Corporation and one or more members of the board, or any other corporation, firm, association, or entity which one or more its directors are members of the Board, or are financially interested in the Corporation, shall be either void or voidable (1) because of such relationship or interest, or (2) because the Director or Board members are present at the meeting of the Board of Directors or a committee thereof, which authorizes, approves or ratifies such contract or transaction, or (3) because such Board members votes are counted for such purposes, if:

• 3.12.1 The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the vote or consent of such interested member(s) of the Board; or
• 3.12.2 The fact of such relationship or interest is disclosed or known to members of the Board and/or committee members entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent, in which vote or consent such interested Director(s) may participate; or
• 3.12.3 The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.

4.1 Committee Formation
The board may create committees as needed, such as fundraising, public relations, data collection, etc. The Board Chair appoints all committee chairs.

4.2 Executive Committee
The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and the Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.

4.3 Finance Committee
The treasurer is the chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. 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 Board members and the public.

5.1 Executive Director
The executive director is hired by the Board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization's goals and policies. The executive director will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.

6.1 Indemnification
The Corporation shall indemnify any Director, officer or former Director or officer of the Corporation against expenses actually and reasonably incurred by that person in connection with the defense of any action, suit or proceeding, civil or criminal, in which the person is made a party by reason of being or having been a Director or officer, except in relation to matters as to which the person is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation.

6.2 Depositories
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, savings and loan associations, trust companies, or other deposits as the Board of Directors may elect.

6.3 Contracts
The Board of Directors may authorize any officer(s) or agent(s) of the Corporation, in addition other officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

6.4 Checks, Drafts, Etc...
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such person(s) and in such manner as shall from time to time be determined by resolution of the board of Directors.

6.5 Fiscal Year
The fiscal year of the Corporation shall be January 1 through December 31.

6.6 Investment
Any funds of the Corporation which are not needed currently for the activities of the Corporation may, at the discretion of the Board of Directors, be invested in such investments as are permitted by law.

6.7 Annual Audit
The financial books and records of the Corporation shall be audited at such times as may be determined by the Board.

6.8 Books and Records
The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Directors, and committees having any of the authority of the Board of Directors. All books and records of the Corporation may be inspected by the general public, or their agent or attorney, for any proper purpose at any reasonable time.

6.9 Dissolution

• 6.9.1 A resolution to dissolve the Corporation shall be submitted to a vote of the Director.
• 6.9.2 In the event of dissolution of the Corporation, the Board of Directors shall, after payment of all liabilities of the Corporation, dispose of the assets of the Corporation, consistent with the purposes of the Corporation, to a qualified governmental entity, or to such other organization or organizations as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time. Any such assets not so distributed shall be distributed by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as such court shall determine to be consistent with the purposes of the Corporation.

6.10 Nondiscrimination
This Corporation is an equal opportunity employer and shall make available its services without regard to race, creed, age, sex, color, ancestry, or national origin.

6.11 Political Activity
The Corporation shall not, in any way, use corporate funds in the furtherance of, not engage in, any political activity for or against any candidate for public office. However, this Bylaw shall not be construed to limit the right of any official or member of this Corporation to appear before any legislative committee, to testify as to matters involving the Corporation.

6.12 Gifts
The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Corporation. To exercise all powers granted by law necessary and proper to carry out the foregoing purposes, including, but not limited to, the power to accept donations of money, property, whether real or personal, or any other things of value. Nothing herein contained shall be deemed to authorize or permit the Corporation to carry on any business for profit, to exercise any power, or to do any act that a corporation formed under the Act, or any amendment thereto or substitute therefore, may not at that time lawfully carry on or do.

6.13 Parliamentary Procedure
All meetings of the Board of Directors and committees shall be governed by Robert's Rules of Order (current edition), unless contrary procedure is established by the Articles of Incorporation or these Bylaws, or by resolution of the Board of Directors.

6.14 Policy and Procedure
The Board shall establish and approve all policies and procedures of the Corporation.

7.1 Amendments
These bylaws may be amended when necessary by two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the secretary to be sent out with regular Board announcements.