Bylaws

I. Foundational Information

Name and Location
The legal name of the organization is Santa Delivers All Year Round Inc. (DBA: Santa Delivers AYR). The principal office address shall be determined and updated by resolution of the Board of Directors as we grow. Currently the location is registered in Portage , Indiana. The organization is operated remotely. 

Purpose
Santa Delivers AYR is a nonprofit charitable organization operating under Section 501(c)(3) of the Internal Revenue Code. Its mission is to provide emergency support to families and individuals experiencing temporary financial hardship caused by job loss (up to six months), medical emergencies, death of a loved one, vehicular accidents, emergency necessary expenses, birth-related events, or natural/accidental disasters as a last resort aid when no other resources are available unless an applicant is ineligible. 

Membership
This Organization does not have a formal membership structure. The governance and direction of the Organization are the responsibility of the Board of Directors. This is subject to change as the organization grows. Therefore this will be then amended.  

II. Governance and Leadership

Board of Directors
The Board shall consist of no fewer than 3 and no more than 11 members. This is in compliancy with the mandated Indiana Nonprofit Corporation Act and aligns with IRS expectations for 501(c)(3) organizations.  Directors serve for three-year terms and may be re-elected without term limits. The Board has fiduciary oversight of the Organization, sets policy, and ensures alignment with the mission.

Officers
The officers of the Organization are Chair, Vice Chair, Secretary, and Treasurer. Officers are appointed by a majority vote of the Board and may be removed by a two-thirds Board vote. Their responsibilities include:
- Chair: Leads the Board and presides over meetings.
- Vice Chair: Supports and substitutes for the Chair.
- Secretary: Maintains records and documents.
- Treasurer: Manages financial oversight and reporting.

Meeting Guidelines
The Board meets at least quarterly. Special meetings may be called with 48 hours' notice by the Chair or majority of the Board. A quorum is a simple majority of seated Board members. Decisions are made by majority vote of members present.

Conflict of Interest Policy
Board members must disclose any conflicts of interest and abstain from related voting. Aid to friends or relatives of Board members must be processed with the same exact screening criteria and documentation verification as other applicants, and donation funds must be paid directly to the appropriate third-party vendors. Board members may not receive financial aid as clients to avoid perceived impropriety. This policy is in compliance with IRS regulations under Treasury Regulation § 53.4958-6 (Intermediate Sanctions) and Form 1023 Conflict of Interest Policy guidelines, as well as Indiana state law under Indiana Code IC 23-17-13-1 through IC 23-17-13-3.

Indemnification
To the fullest extent permitted by the Indiana Nonprofit Corporation Act (IC 23-17-16) and any other applicable law, the Organization shall indemnify any person who serves or has served as a director, officer, employee, or agent of the Organization against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement reasonably incurred by them in connection with any threatened, pending, or completed action, suit, or proceeding—whether civil, criminal, administrative, or investigative—by reason of their service, provided such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Organization.The Organization may purchase and maintain insurance to cover such indemnification. Indemnification shall not apply in cases of willful misconduct, gross negligence, or breach of fiduciary duties not protected by law.

Committees
The Board may establish standing or temporary committees to support the Organization’s mission. Committees operate under the direction of the Board and may include, but are not limited to: Audit, Outreach and Donations, Application Review, and Volunteer Management.

III. Operations and Dissolution

Books and Records
The Organization shall maintain accurate financial records, meeting minutes, policies, and other essential documentation. Financial statements shall be reviewed quarterly by the Board and annually by an independent reviewer.

Amendment Procedures
These Bylaws may be amended by a two-thirds vote of the Board, provided that written notice of the proposed amendment is delivered to all directors at least seven (7) days in advance.

Dissolution
Upon dissolution, all assets of the Organization shall be distributed exclusively to one or more organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code and support a similar charitable purpose, as selected by the Board.

Annual Accounting Period
The Organization’s fiscal year shall begin on January 1 and end on December 31.

Other Essential Provisions
No part of the net earnings of the Organization shall inure to the benefit of any private individual or shareholder. However, the Organization may pay reasonable compensation for services actually rendered, provided such compensation is consistent with fair market value for the work performed. This provision complies with Internal Revenue Code § 501(c)(3) and Indiana Code IC 23-17-22-1 regarding prohibited distributions and private inurement.

The Organization shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Lobbying activities shall be limited to an insubstantial part of the Organization’s overall activities, in accordance with IRS regulations and, if elected, the limitations set forth in Internal Revenue Code § 501(h).

Adopted by the Board of Directors on August 20, 2024

1. Conflict of Interest Policy

Purpose:
To protect the integrity and transparency of decision-making by identifying, disclosing, and managing any actual or perceived conflicts of interest.
Policy:
Any director, officer, or key volunteer must disclose a financial or personal interest in any matter affecting the Organization. Interested parties shall not participate in discussion or voting on related issues.
Procedures:
- Disclosures must be made in writing or online board communication and documented in meeting minutes.
- The remaining disinterested board members will decide if a conflict exists and what action, if any, is needed.
- This policy complies with IRS regulations under Treasury Regulation § 53.4958-6 and Indiana Code IC 23-17-13.

2. Whistleblower Protection Policy
Purpose:
To encourage good-faith reporting of suspected misconduct and protect individuals from retaliation.
Policy:
Santa Delivers AYR prohibits retaliation against employees, board members, or volunteers who report violations of law, policy, or unethical conduct.
Procedures:
- Reports may be made confidentially to the Board Chair or an assigned officer.
- All claims will be investigated promptly and thoroughly.
- Retaliation will result in disciplinary action, including potential removal.
This policy aligns with IRS best practices and the Sarbanes-Oxley Act.

3. Document Retention and Destruction Policy
Purpose:
To ensure the secure and compliant retention of records in accordance with legal and operational requirements.
Policy:
Santa Delivers AYR will retain and securely store documents in the company cloud drive for the periods listed below and ensure their proper disposal when no longer required.
Retention Schedule:
- Tax and financial records: 7 years
- Board meeting minutes and bylaws: Permanently
- Grant applications and related documents: 3 years
- Employee/volunteer records: 7 years after departure
Destruction:
Documents containing personal or financial data will be shredded or otherwise securely destroyed.
This policy complies with the Sarbanes-Oxley Act and applicable Indiana recordkeeping laws.

4. Compensation Policy
Purpose:
To ensure all compensation paid by the Organization is reasonable and justified by the nature of the work provided.
Policy:
- Compensation for staff or board members providing services outside their governance roles must be approved by disinterested board members.
- Comparative market data must be reviewed to determine fair rates.
- All decisions and data must be recorded in the minutes.
This policy supports compliance with IRS Intermediate Sanctions rules (IRC § 4958).

5. Non-Discrimination Policy
Santa Delivers AYR does not discriminate on the basis of race, color, religion, national origin, gender, gender identity, sexual orientation, age, disability, family structure, or any other protected status in any of its programs or operations.

6. Gift Acceptance Policy
Purpose:
To outline what types of donations are acceptable and how they are processed.
Policy:
- Donations must support the Organization’s mission.
- Non-cash gifts must be reviewed for usability, liabilities, or conditions.
- Gifts with restrictions may only be accepted with board approval.

7. Volunteer Policy
Purpose:
To provide guidelines for the recruitment, responsibilities, and conduct of volunteers.
Policy:
- Volunteers represent the Organization and are expected to maintain professionalism and confidentiality.
- All volunteers must complete training and agree to adhere to organizational values.

8. Financial Controls Policy
Purpose:
To ensure responsible stewardship of funds through proper oversight and internal controls.
Procedures:
- Dual signatures required for checks over $500.
- Monthly reconciliation of bank statements.
- Board reviews quarterly financial reports.
- Annual financial review by an independent party.

9. Fundraising and Donor Privacy Policy
Policy:
All solicitations must be truthful and transparent.
Donor information will not be sold or shared without consent.
Donors may request anonymity or opt out of communications.

10. Social Media Policy
Purpose:
To guide the appropriate and professional use of social media by the Organization and its representatives.
Policy:
Only designated representatives may post on behalf of the Organization.
Posts must reflect the Organization’s values and not include confidential or sensitive information unless permissed by client to meet a goal.
Any violations may result in disciplinary action or removal.

11. Privacy Policy
Purpose:
To protect the privacy of individuals whose personal data is collected or maintained by the Organization.
Policy:
Personal data will be collected only as necessary for services or legal compliance.
Data will be securely stored and not shared without consent.

12. Remote Work and Technology Use Policy
Purpose:
To ensure security and accountability when staff or volunteers work remotely or use Organization technology.
Policy:
All work must be conducted securely and in line with confidentiality requirements.
Only authorized users may access Organization data or systems.
Remote users must follow IT security best practices.

13. Equity & Inclusion Policy
Purpose:
To affirm the Organization’s commitment to diversity, equity, and inclusive practices in all operations.
Policy:
All participants, volunteers, and employees will be treated with dignity and respect.
Recruitment, programming, and aid decisions shall consider accessibility and fair opportunity.
The Organization actively promotes a culture of inclusion for historically marginalized groups.