S.C.A.R.S.

The Servicemen & Citizens For American Rights

  The Servicemen and Citizens for American Rights Society(SCARS)

 Board of Directors

1. Board Chair

The president is the head of the board. They’ll act as the supervisor of the business board affairs, and their goal is to keep the board aligned with the organization’s greater mission. They may also be the CEO or Executive Director of the organization, but the roles themselves are separate. 

2. Vice Board Chair

The Vice Board Chair role is intended to provide succession planning for the nonprofit organization and ensure continuity as the vice member moves forward into the Board Chair or President role carrying forward knowledge and experience gained working alongside the prior leader. The vice role also provides a backup person to lead board meetings or stand in attendance if the Board Chair cannot attend. The Vice Board Chair shall also serve as Secretary for purposes of recording meeting minutes in the absence of The Board Secretary.

3. Secretary

The Board Secretary is in charge of records, minute archives, and votes. They also track the activities of the organization per the bylaws. They will usually manage each board members’ contact information and send internal communications regarding meetings and other on goings. 

4. Treasurer

The treasurer is responsible for keeping accounting records for the organization, to include meeting minutes. They are a signatory on the bank accounts (but they shouldn’t be the only signatory). The treasurer is also tasked with tracking the organization’s financial condition and keeping other officers informed of the general health of the nonprofit. 

5. Executive Director

  The Executive Director oversees day to day activities of the non-profit. This includes any employees, committees or volunteer activities.

Board Membership Code of Conduct

  Central to a 501(c)(3) organization’s effective operation is a dedicated board of directors that ensures the nonprofit upholds its tax-exempt status. 

1. Fiduciary Responsibility

The board of directors of 501(c)(3) organizations must exhibit resolute fiduciary responsibility. It includes acting in a sound state for the organization’s best interests and managing its financial assets wisely. 

Directors must oversee the organization’s finances, ensuring funds are used exclusively for the tax-exempt purposes outlined in the organization’s mission. Maintaining financial integrity is a moral and legal requirement to preserve the organization’s tax-exempt status.

2. Governance and Compliance

Effective governance is vital to maintain 501(c)(3) status. The board of directors must ensure the organization follows all relevant laws, regulations, and ethical standards. 

It includes timely and accurate filing of financial reports, such as the annual Form 990, with the IRS. By upholding strict governance practices and fostering a culture of compliance, the board protects the organization’s reputation.

3. Mission and Strategic Oversight

501(c)(3) organizations are united by their stated missions, and the board of directors must keep the organization aligned with these objectives. 

The board is responsible for setting the organization’s strategic direction, ensuring activities remain focused on advancing its tax-exempt purposes. Consistent mission-driven work upholds the organization’s commitment to the community.

4. Transparency and Accountability

These principles create a framework that promotes openness, integrity, and responsible stewardship of resources. Transparency in financial reporting and program outcomes assures donors that their investments are making a positive impact. This confidence can lead to increased financial support and long-term donor relationships.

5. Conflict of Interest Management

In the nonprofit sector, conflicts of interest can arise when board members, staff, or key stakeholders have personal or financial interests that conflict with the organization’s mission or the public’s best interest.

To effectively manage conflicts of interest, 501(c)(3) organizations should establish well-defined policies and procedures. These documents must outline the organization’s commitment to identifying, addressing, and preventing conflicts of interest. 

  Committees;

1) Veterans Direct Action Committee – Purpose- Offer direct legal and advisory assistance to Veterans whose healthcare is under direction of The U.S. Department of Veteran’s Affairs.

2) Constitutional Protections Committee – Purpose- Offer direct legal and advisory assistance to U.S. Citizens exercising Constitutionally Protected Activities. Priority is given to U.S. Veterans. However, all U.S. Citizens will be considered for assistance.

  Committee Members will discern and allocate resources, by majority vote, with advice and consent of the Executive Director to individuals applying for services.

  Committee Structure; Each Committee will have at least 3 members. (2) Members may be drafted from The Board. Board Members may serve on both Committees. Each application for assistance will be considered by a full committee with (1) vote allocated to each Committee Member> In the event of an even number of Committee Members and a tie vote, the Executive Director shall be allowed (1) vote to break the tie and the application or issue will be approved or denied upon completion of the vote.

 Applications for Assistance- any person applying for assistance shall complete an application for assistance. The Application for Assistance, which shall be developed and approved by The Board prior to publication, shall be completed in it’s entirety for consideration by a Committee. The Application for Assistance shall be available on the official website proffered by The Board. Applications denied by The Executive Legal Advisor shall be sent to The Board Secretary and kept on file.

 Mission Statement;  The Servicemen and Citizens for American Rights Society(SCARS) is a registered Non-Profit 501(c)(3) Organization whose mission serves 2 main purposes. Our first mission is to provide support services for American Veterans under the care of The Veteran’s Administration in order to insure our Veterans are properly cared for through mental health care and educational services provided through SCARS outreach programs, and to insure that their physical and mental health care are promptly and properly provided for through legal services to our Military Veterans. SCARS 2nd purpose is to provide legal resources and services to U.S. Citizens struggling with government overreach while practicing Constitutionally Protected activities through activism.

Board Membership List

  Board Chairman- Kevin A. Soper

  Board Vice Chairman- Sean Lystra

  Board Secretary- Nickie Prince 

  Board Treasurer- __________________

  Executive Director- David T. Crafton

   Board Member- __________________

   Board Member- __________________

Committee Member List

  Veterans Direct Action Committee Director- _____________________ Duties: Gather all client background information pertaining to approved Veteran applications, research clients, obtain pertinent case background data, maintain contact and provide monthly reports to The Board. Schedule monthly Committee meetings with Committee members. Forward approved applications and data to The Executive Legal Advisor and Board Secretary. $50K/Yr Salaried Position

  Veteran’s Direct Action Committee Member- ______________________ Duties: Attend all Committee meetings, assist Veteran’s Committee Director. P/T $30K/Yr Salaried Position

  Veteran’s Direct Action Committee Member- ______________________ Duties: Attend all Committee meetings, assist Veteran’s Committee Director. P/T $30K/Yr Salaried Position

  Constitutional Protections Committee Director- ______________________ Duties: Gather all client background information pertaining to approved Activist applications, research clients, case background data, maintain contact and provide monthly reports to The Board. Schedule monthly Committee meetings with Committee members. Forward approved applications and data to The Executive Legal Advisor and Board Secretary. $50K/Yr Salaried Position

  Constitutional Protections Committee Member- _____________________  Duties: Attend all Committee meetings, assist Constitutional Protections Committee Director. P/T $30K/Yr Salaried Position

   Constitutional Protections Committee Member- _____________________ Duties: Attend all Committee meetings, assist Constitutional Protections Committee Director. P/T $30K/Yr Salaried Position

 Employee Positions;

  Executive Legal Advisor- David T. Crafton   Duties: The Executive Legal Advisor shall consider any application for assistance or services, determine if an application is compliant with the SCARS mission statement and forward approved applications to the proper committee for further consideration. Point of Contact for internal and external legal issues, consultations and legal resource recruiting and subcontracting decisions. F/T- $68K/Yr/Salaried Position

  Lead Paralegal- _________________ Duties: Research, assist with legal document writing, approved client application point of contact. Works under direct supervision of The Executive Legal Advisor. F/T- $54K/Yr/Salaried Position

  Paralegal II- __________________ Duties: Research, Assist with legal document writing. F/T- $41K/Yr/Hourly

  Web Designer- ___________________ Duties: Design, build and maintain the Official SCARS Website, Social Media, Email system and maintain online presence. (This position may be contracted outside of SCARS) If In-House, then P/T- $26K/Yr

  Funding and Grants Director- _________________  Duties: Research, procure and maintain all fundraising activities. Prepare monthly reports to The Board. F/T- $50K/Yr

  Secretary- ________________ Duties: All normal secretarial duties, check SCARS public email daily, answer SCARS public phone number, direct and forward emails and calls to appropriate Employees, etc. F/T- $38K/Yr

SCARS Ethical Standards

  SCARS hereby adopts the ethical standards of The Association of Fundraising Professionals “Code of Ethical Standards”, pages 1 through 35. The Board shall at it’s first meeting propose and vote on an ethics complaint form, it’s contents and the methods by with an ethics complaint can be filed by any person.

Code of Ethics linked here:

https://afpglobal.org/sites/default/files/attachments/2019-10/CodeofEthics_ENGLISH_Oct2019_FINAL.pdf

  Ethics Committee- Purpose; To accept, consider and determine a plan of action to maintain the good name and reputation of SCARS.

1.This committee will form only in the event of an ethics issue raised formally or informally and received by any Board or Committee Member.

2. An Ethics Committee shall be raised and meet within 14 days of an ethics complaint filed in any matter to any Board or Committee Member.

3. Any complaint received shall be referred to The Board Secretary.

4. The Ethics Committee shall be raised and formed and a meeting scheduled by The Secretary as soon as practicable but no later then 14 days from a complaint filing. The Secretary shall notify any actor(s) named in the Ethics Complaint. The actor(s) may write a statement and forward it to The Board Secretary and shall forward it to The Ethics Committee.

5. The Ethics Committee shall consist of (1) Member of The Board and (1) Member of each Committee, none of which can be a named actor in the complaint. If The Secretary is a named actor in an ethics complaint then the complaint shall be referred to The Executive Director for action following the rules contained herein.

6. The Ethics Committee shall first determine the voracity of the ethics complaint by a recorded vote and if the ethics complaint is well founded, The Ethics Committee will then develop a plan of action to address an ethics complaint with unanimous consent of The Ethics Committee.

7. The Plan of Action shall then be sent to the Board for a vote to continue the Plan of Action without modification. If the Board does not vote in favor of the Ethics Committee recommendations then it shall be returned to The Ethics Committee with recommendations for modification and another vote. If no modifications are made, then the complaint and recommendations shall be forwarded to The Board Secretary for implementation. If The Ethics Committee modifies the plan of action using the recommendations of The Board then it shall be returned to The Board for a vote. A Plan of Action with an affirmative majority vote shall be forwarded the The Board Secretary for implementation.

8.   The Plan of Action sent to The Secretary shall be implemented with notice to any Board Member, Committee Member, Employee, Volunteer or Contractor named in the ethics complaint.

9 . All actions resulting from a Plan of Action voted with favor by The Board or returned to The Ethics Committee and forwarded to The Secretary are final.

  Minutes- Minutes shall be taken from every Board Meeting by The Secretary. If The Secretary cannot attend a Board Meeting then the Vice-Chairman shall take minutes from that meeting as appointed by The Board Chair. It shall be the responsibility of the Chairman of The Board, Vice Chair and Secretary to download or copy a hard copy(on paper) of each meetings minutes to include minutes from both Board Meetings and each of The Committees Meetings. This will insure a continuum of availability of records and serve as back up in the event of digital failure.

 Minutes should include:

  1. The date and time of the meeting
  2. A roll call on Board Members present
  3. A brief notation of the topics discussed
  4. Any vote called by any member
  5. The vote of yea or nay from each Board Member
  6. The result of each vote

  Committee Meeting Minutes shall be taken by any member chosen by majority vote of the entire individual committee. The person designated by majority vote shall be titled the “Committee Member-Secretary”. A second person should be chosen and voted for in the event the first Member-Secretary is unavailable. On the event of the 1st meeting by each committee, The Board Secretary shall attend each initial committee and serve as committee Secretary until such time as a Member-secretary is voted in by a majority vote. The Member-Secretary shall forward (1) copy of each Committees meetings minutes to The Board Secretary.

  The Board Secretary shall have all Board meeting minutes and each Committee meeting minutes published online in a place convenient for download or may forward each meeting minutes received to the Web Designer to publish minutes on the internet cloud service and/or SCARS Website.

Servicemen and Citizens for American Rights Society By-Laws

Article 1- Name and Purpose

Section 1.01 Name: The organization shall be known as The Servicemen and Citizens for American Rights Society. Herinafter, “Scars”

Section 1.02 Purpose: The Corporation is organized and will be operated exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code.

Section 1.03 Mission Statement;  The Servicemen and Citizens for American Rights Society(Scars) is a registered Non-Profit 501(c)(3) Organization whose mission serves 2 main purposes. Our first mission is to provide support services for American Veterans under the care of The Veteran’s Administration in order to insure our Veterans are properly cared for through mental health care and educational services provided through Scars outreach programs, and to insure that their physical and mental health care are promptly and properly provided for through legal services to our Military Veterans. Scars 2nd purpose is to provide legal resources and services to U.S. Citizens struggling with government tyranny and overreach while practicing Constitutionally Protected activities through activism.

ARTICLE II – AUTHORITY AND DUTIES OF DIRECTORS

Section 2.01 Authority of Directors: The Board of Directors (“the Board”) is the policy-making body and may exercise all the powers and authority granted to the Corporation by State and Federal law. The Board shall oversee the Corporation’s operations.

Section 2.02 Number of Directors: The Board shall consist of no more than  (9) nor fewer than (3) Directors. The number of Directors may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of Directors shall not remove a Director from his or her position as a Director prior to the expiration of his or her term of office.

Section 2.03 Election and Term of Directors: The Board shall consist of the Chair, Vice-Chair, Secretary, Treasurer, Executive Director and (2) Associate Board Members. Directors shall be selected by the other Public Directors and ratified by the full Board of Directors. A Director shall hold office for a term of three (3) years. Directors may serve two  (3) consecutive three (3) year terms. 

Section 2.04 Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification. One or more Directors may be removed at a meeting called for that purpose, with or without cause, by majority vote of the entire Board.

Section 2.05 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.

Section 2.06 Meetings: The Board shall hold at least (12) regular meetings annually, with at least one (1) meeting at which the agenda includes filling vacancies on the Board, if any, arising from expiration of terms. Regular meetings shall be held at such dates, times, and places as determined by the Board Chairman, with a majority of Directors attending in person or by conference telephone, video or similar communications. Special meetings may be called by the Chair or by any Directors with telephone or written notice, including notice by electronic mail with delivery service notification. The notice of any meeting shall state the date, time, and place of such meeting.

If a Director fails to attend two (3) consecutive meetings of the Board, the Board shall evaluate the Director’s contribution to the work of the Corporation, his or her reasons for not attending the meetings, as well as any other relevant factors, and if it appears to be in the best interest of the Corporation, may declare the position vacant.

Section 2.07 Waivers of Notice: Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Director at a meeting, in person or by conference telephone, video or similar communications equipment, without objection to the lack of notice of the meeting, shall also waive notice by such Director.

Section 2.08 Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Directors in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present. The Board shall not transact any business at any meeting at which a quorum is not present, except that Directors at a duly held meeting at which a quorum was initially present may continue to transact business, despite the departures of Directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

Section 2.09 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 2.10 Meetings by Conference Telephone or Video: Any or all Directors may participate in a meeting by conference telephone, video or similar communications equipment, so long as Directors participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting.

Section 2.11 Compensation of Directors: Directors shall not be compensated for serving on the Board, but the Corporation may reimburse Directors for documented reasonable expenses incurred in the performance of their duties to the Corporation. In addition, Directors who also serve as employees of the Corporation may be compensated for their service as employees. If a person receives a stipend or fee for providing services to SCARS and is subsequently elected to the Board, the Director is not required to return any prior fee or stipend but can receive no further compensation after election.  

Article III Ethics

Section 3.01 Code of Ethics: SCARS hereby adopts the ethical standards of The Association of Fundraising Professionals “Code of Ethical Standards”, pages 1 through 35. The Board shall at it’s first meeting propose and vote on an ethics complaint form, it’s contents and the methods by with an ethics complaint can be filed by any person.

Code of Ethics linked here:

https://afpglobal.org/sites/default/files/attachments/2019-10/CodeofEthics_ENGLISH_Oct2019_FINAL.pdf

Section 3.02 Ethics Committee: Purpose; To accept, consider and determine a plan of action to maintain the good name and reputation of Scars.

Section 3.02.1 This committee will form only in the event of an ethics issue raised formally or informally and received by any Board or Committee Member.

Section 3.02.2 An Ethics Committee shall be raised and meet within 14 days of an ethics complaint filed in any matter to any Board or Committee Member.

Section 3.02.3 Any complaint received shall be referred to The Board Secretary.

Section 3.02.4 The Ethics Committee shall be raised and formed and a meeting scheduled by The Secretary as soon as practicable but no later then 14 days from a complaint filing. The Secretary shall notify and actor(s) named in the Ethics Complaint. The actor may write a statement and forward it The Board Secretary and shall forward it to The Ethics Committee.

Section 3.02.5 The Ethics Committee shall consist of (1) Member of The Board and (1) Member of each Committee, none of which can be a named actor in the complaint. If The Secretary is a named actor in an ethics complaint then the complaint shall be referred to The Executive Director for action following the rules contained herein.

Section 3.02.6 The Ethics Committee shall first determine the voracity of the ethics complaint by a recorded vote and if the ethics complaint is well founded, The Ethics Committee will then develop a plan of action to address an ethics complaint with unanimous consent of The Ethics Committee.

Section 3.02.7 The Plan of Action shall then be sent to the Board for a vote to continue the Plan of Action without modification. If the Board does not vote in favor of the Ethics Committee recommendations then it shall be returned to The Ethics Committee with recommendations for modification and another vote. If no modifications are made, then the complaint and recommendations shall be forwarded to The Board Secretary for implementation. If The Ethics Committee modifies the plan of action using the recommendations of The Board then it shall be returned to The Board for a vote. A Plan of Action with an affirmative majority vote shall be forwarded the The Board Secretary for implementation.

Section 3.02.9 The Plan of Action sent to The Secretary shall be implemented with notice to any Board Member, Committee Member, Employee, Volunteer or Contractor named in the ethics complaint.

Section 3.02.10 All actions resulting from a Plan of Action voted with favor by The Board or returned to The Ethics Committee and forwarded to The Secretary are final.

ARTICLE IV – COMMITTEES

Section 4.01 Composition: The Board may designate committees and appoint committee members. Committees shall consist of at least (3) individuals.

Section 4.02 Procedures & Authority: The Board may make provisions for appointment of the Chair, establish procedures to govern their activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the Corporation.

Section 4.03 Committee Members will discern and allocate resources, by majority vote, with advice and consent of the Executive Director to individuals applying for services.

Section 4.035 Committee Structure; Each Committee will have at least 3 members. (2) Members may be drafted from The Board. Board Members may serve on both Committees. Each application for assistance will be considered by a full committee with (1) vote allocated to each Committee Member> In the event of an even number of Committee Members and a tie vote, the Executive Director shall be allowed (1) vote to break the tie and the application or issue will be approved or denied upon completion of the vote.

Section 4.04 Non-delegation of Fiduciary Duty: The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.

Section 4.05 Veterans Direct Action Committee – Purpose- Offer direct legal and advisory assistance to Veterans whose healthcare is under direction of The U.S. Department of Veteran’s Affairs.

Section 4.06 Constitutional Protections Committee – Purpose- Offer direct legal and advisory assistance to U.S. Citizens exercising Constitutionally Protected Activities. Priority is given to U.S. Veterans. However, all U.S. Citizens will be considered for assistance.

ARTICLE V – AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES

Section 5.01 Officers: The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, a Treasurer, Executive Director and such other officers as the Board may designate. 

Section 5.02 Election of Officers; Terms of Office: The Chair, the Vice Chair, the Secretary, and the Treasurer and other officers, if any are designated, who shall serve up to two (2) consecutive three (3) year terms, shall be elected by the Board at a regular meeting designated for Director elections in each year that such positions have become vacant due to expiration of an officer’s term. Officers shall be eligible for reelection to office by the Board, up to a maximum of two (2) consecutive three (3) year terms. Directors who are elected Chair of the Board shall no longer be subject to member elections or re-appointment based on their original Board terms, but may serve up to two three-year terms as Chair. 

Section 5.03 Powers and Duties of Officers: Subject to the control of the Board of Directors, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.

(a) Chair: The Chair shall preside at all meetings of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with the policies and directives approved by the Board of Directors.

(b) Vice Chair: The Vice Chair shall understand the responsibilities of the Chair and assume those duties in the Chair’s absence. The Vice Chair shall carry out assignments as requested by the Chair. The Vice Chair shall lead the Director nomination and election process as Chair of the Nomination Committee.

(c) Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Corporation, if any; and the Secretary shall have the authority to affix the same to any instruments requiring it; and when so affixed, it may be attested to by his or her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his or her signature.

  • Additional Duties: The Board Director, Secretary, Treasurer and Executive Board Director shall be responsible for all funds and securities of the Corporation. He or she shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuable property of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. All financial statement and records of deposits or withdraws of all accounts shall be rendered to The Board Treasurer in a timely fashion.

(e) Treasurer;  Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He or she shall at all reasonable times exhibit the books and accounts to any officer or Director of the Corporation and shall perform all other duties incident to the office of Treasurer, subject to the supervision of the Board. The Treasurer shall, if required by the Board of Directors, give such bond or security for the faithful performance of his or her duties as the Board may require, for which the Treasurer shall be reimbursed.

Section 5.04 Resignation: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.

Section 5.05 Removal: One or more officers may be removed by the Board at a meeting called for that purpose, with or without cause.

Section 5.06 Vacancies: Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term may be filled by the Board for the remainder of the unexpired term.

Section 5.07 Chief Executive Officer: The Board of Directors shall hire the Chief Executive Officer (CEO) of the Corporation. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such CEO at any time with or without cause at a meeting called for that purpose. The CEO shall have general and active management of the programs and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The CEO shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

ARTICLE VI – INDEMNIFICATION

Section 6.01 Definitions: “Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body’s) investigation, hearing, or other proceeding.

“Eligible Person” shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.

Section 6.02 Right to Indemnification: Any Eligible Person made a party to or respondent in a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the Corporation, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.

Section 6.03 Limitation on Right of Indemnification: Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Directors who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 6.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 6.02 above.

Section 6.04 Other Rights: The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors, or other lawful representative.

Section 6.05 Interim Indemnification: The Corporation shall, with respect to a Matter described in Section 6.02, advance attorneys fees as interim indemnification to any Eligible Person if the following conditions are satisfied: (i)(a) the Board (acting by a quorum consisting of Directors who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above; and (ii) the Eligible Person (a) requests interim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 6.03, and (c) deposits a bond or equivalent security.

Section 6.06 Insurance: The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE VII – FINANCIAL ADMINISTRATION

Section 7.01 Checks, Drafts, and Contracts: The Board of Directors shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other instruments of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 7.02 Annual Financial Statements: Complete financial statements shall be presented to and reviewed by the Board after the close of each fiscal year. The Board Treasurer is responsible for all Financial Statement submitted to The Board,

ARTICLE VIII – CONFLICTS OF INTEREST

Section 8.01 Purpose: The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.

Section 8.02 Definitions:

Interested Person: Any Director, principal officer, or member of a committee with Board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

(b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or

(c) Is considering an ownership or investment interest in or compensation arrangement with any entity or individual with which the Corporation is negotiating a transaction or arrangement.

Compensation: Direct and indirect remuneration, including gifts or favors that are not insubstantial.

Conflict of Interest: A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest. Under Section 8.03 (b), a person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

Section 8.03 Procedures:

(a) Duty to Disclose: If an actual or possible conflict of interest arises, 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 considering the proposed transaction or arrangement.

(b) 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 or she shall leave the 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.

(c) Procedures for Addressing the Conflict of Interest:

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

(ii) The Chair of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(iii) After exercising due diligence, the Board or committee shall determine whether the Corporation 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.

(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested Directors or committee members whether the transaction or arrangement is in the Corporation’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.

(d) Violations of the Conflicts of Interest Policy:

(i) If the 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.

(ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the 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.

Section 8.04 Records of Proceedings: The minutes of the Board and all committees with Board delegated powers shall contain:

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 8.05 Compensation:

(a) A member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.

(b) A member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to his/her compensation.

  • Any member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, may provide information to any committee regarding compensation.

Section 8.06 Annual Statements: Each Director, principal officer, and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

(a) Has received a copy of the conflicts of interest policy;

(b) Has read and understands the policy;

(c) Has agreed to comply with the policy; and

  • Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 8.07 Periodic Reviews: To ensure the Corporation avoids private inurement, impermissible private benefit, and excess benefit transactions, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

(a) Whether compensation arrangements and benefits are reasonable, based on competent survey information; and

(b) Whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

Section 8.08 Use of Outside Experts: When conducting the periodic reviews as provided for in Section 8.07, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IX – RECORDS

Section 9.01 Recordkeeping: The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee meetings, and all meetings of committees with Board designated powers reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.

Section 9.02 Public Disclosure: After receiving IRS recognition of its 501(c)(3) status, the Corporation shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years. Names and identifying information of contributors shall be redacted from publicly available copies. In addition, as required by the tax code and regulations, the Corporation shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the Corporation is the target of a campaign of harassment.

Section 9.03 Public Reports: On at least a biennial basis, the Corporation will publish and make publicly available an updated account of the Corporation’s purposes, structure, programs, and financial condition.  Audits will be posted annually once accepted by the Board. 

Section 9.04  SCARS FOIA Policy; Amended to The Scars Articles of Incorporation on 5/5/2025 by SCARS Board and by majority vote for passage.

a.  FOIA requests will only be received by electronic means until such time as The Board funds, establishes and otherwise provides for and hires staffing for a “brick and mortar” facility to process FOIA requests by other means such as receipt of USPS Mail delivery. Once such establishments are made, the FOIA Policy should be amended to reflect additional means, costs distribution of FOIA requests by The Board during the “funding” phase of establishment.

b.  FOIA requests accepted under this policy by “electronic means” shall only be accepted and processed by The Board Secretary who shall acknowledge receipt of the request to the requester within 10 days of the opening of request.

The Board Secretary shall fulfill the request within 15 days of acknowledgment of receipt of the request. FOIA requests are required to have a valid name, valid address and valid phone number attached.

c.  All information received for FOIA requests shall be maintained by record of The Board Secretary and used for no other purpose.

d.  All requests and correspondence regarding the FOIA request shall be responded to by email, however, all requested information shall be sent to the valid address contained in the FOIA request by U.S. Postal Service.

e.  All FOIA requestors shall be advised of costs to process the FOIA request by email and pay the costs prior to the FOIA request being processed and sent to the requestor.

f.  All FOIA requests shall be processed under the following fee schedule:

+Actual USPS First Class Mailing costs

+ Hourly rate of processing @$26.17/hr

+ $0.25/page

+ $3.28 envelope and supplies

g. Video- $1/min + actual cost of media device

h. FOIA available information will be submitted to requestor based on IRS regulations and other National non-profit transparency standards.

ARTICLE X – AMENDMENT OF BYLAWS

Section 10.01 Amendments: Except as otherwise provided by law, these Bylaws may be amended or repealed and new bylaws adopted by approval of the Board as outlined in Sections 2.08 and 2.09.