A CHAPTER CHARTER AGREEMENT BETWEEN BIR, INC & A CHAPTER OF BIR BROOKLYN CHAPTER, INC.

Transcription

1 A CHAPTER CHARTER AGREEMENT BETWEEN BIR, INC & A CHAPTER OF BIR BROOKLYN CHAPTER, INC. MISSION STATEMENT Our mission is to inspire, encourage and support the transitional growth of individuals, families and communities spiritually, mentally, physically and economically. ARTICLE 1: PURPOSE OF AGREEMENT This document is an official agreement between BIR, Inc., a nonprofit corporation registered in the state of New York, and the borough of Brooklyn, a chapter of BIR, Inc hereafter referred to as Brooklyn Chapter. The purpose of this agreement is to clarify BIR, Inc. s relationship with our Brooklyn Chapter, while also clarifying BIR, Inc. s expectations of the Brooklyn Chapter and its commitment to the success of the Brooklyn Chapters in accomplishing its principles. The Chapter status as a registered chapter of BIR, Inc. depends on signing this Agreement and complying with its terms and conditions. BIR, Inc. chapters are independent organizations which operate in a specific geographical region and support the aims of BIR, Inc... This agreement constitutes the formal recognition of this independent organization as a BIR Chapter and defines the rights and obligations of both BIR, Inc. and the Brooklyn Chapter. ARTICLE 2: CRITERIA FOR AFFILIATION An individual or group of BIR,Inc. members may apply for local charter status when they meet minimum criteria currently in effect, by action of BIR, Inc BIR, Inc. shall be the sole authority in determining whether a group meets the necessary criteria. Applicants must meet the following basic criteria to be eligible as a BIR chapter: A. Support of and adhere to BIR,Inc. s mission statement, vision, and core values. B. The applicant must focus on individuals, families and communities. C. Applicants that are not primarily BIR,Inc members or are not eligible. D. The BIR Brooklyn Chapter must serve all individuals and families and communities wishing to participate in the BIR Chapter. E. All applicants must sign and adhere to this Chapter Agreement and the Fiscal Agreement. F. Applicants agree to abide to any and all other rules and guidelines set forth by BIR. 1

2 ARTICLE 3: RELATIONSHIP BIR, Inc. and the Brooklyn BIR Chapter understand and agree that BIR, Inc. and the Brooklyn Chapter are separately incorporated and governed legal entities; they are discrete institutions whose relationship is described and limited by this agreement. BIR, Inc. and the Chapter are not and shall not be considered joint ventures, partners, legal representatives or agents of each other. At no time shall either party act or represent itself to be acting in any of these capacities except by separate written agreement. Neither BIR, Inc. nor the Chapter shall have the right or power to bind or obligate the other party in any manner and shall not make, or represent that it has the power to make, any contract, agreement, representation, warranty or obligation, express or implied, on behalf of the other party unless a specific authority is delegated in writing from one to the other. BIR, Inc. does not assume any oversight or responsibility for the programs, activities, and actions of the Chapter and shall not be liable for any act, error, omission, debt or other liability or obligation of the other party. ARTICLE 4: MISSION The Chapter and the BIR, Inc. shall inspire, encourage and support the transitional growth of individuals, families and communities spiritually, mentally, physically and economically. BIR, Inc. shall seek to mutually support, assist and promote the growth, mission and objectives of each of the other. The declared goals of the Chapter and those of BIR, Inc. must not be in opposition. Chapter shall endeavor to sponsor and conduct programs and activities that further the purposes and objectives of BIR, Inc., and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation and otherwise. BIR, Inc. Chapters shall endeavor to use, to the extent possible, materials available through BIR, Inc. in support of such programs and activities. The BIR, Chapter will act in accordance with the official BIR, Inc. Bylaws and Framework which outlines the values and approaches that BIR, Inc. embraces. The Chapter shall send to BIR, Inc. on a regular basis a schedule of upcoming meetings, conferences and seminars, as well as other programs and activities that Chapter intends to sponsor or conduct. BIR, Inc. may, at its sole discretion, send representatives to observe such programs and activities. ARTICLE 5: NAME Irrespective of their locally incorporated names, the Chapter is authorized to assume and operate under the title "BIR [locale]" for all operations as a BIR chapter. The use of the name BIR by the Chapter must include the name of the chapter so as not to confuse communications from the 2

3 BIR, Inc. parent organization with those of the Brooklyn Chapter. The Chapter s authority to use the BIR name is governed by this agreement and may be terminated by BIR, Inc. in accordance with the provisions of this agreement. ARTICLE 6: GEOGRAPHICAL LIMITS This Chapter is authorized to cover the geographic region of [Brooklyn, NY]. BIR, Inc. will not seek to create or authorize the creation of any additional chapter within this geographic region without consulting with the BIR, Inc. parent organization. ARTICLE 7: LOGOS AND TRADEMARKS 7.1. BIR, Inc. seeks to protect its interest in its trade and business marks in addition to ensuring that its good reputation is not tarnished by the improper use of those marks The Chapter is obliged to utilize the BIR, Inc. logo and name in all their related activities and are hereby authorized to do so by BIR, Inc Where necessary to disambiguate, a logo depicting the name of the Chapter (localized logo) may be used. Any such logo must be approved in advance by BIR, Inc The Chapter s authority to use the BIR logo is governed by this agreement and may be terminated by BIR, Inc. in accordance with the provisions The use of the BIR, Inc. logo and localized logo by the Chapter shall be free of any payment or royalties The Chapter will as far as possible ensure that use of the logo and trademark does not create confusion with use by BIR, Inc Commercial use of the BIR, Inc. name, logo, or localized logo shall be subject to the terms of a separate trademark agreement between the two parties BIR, Inc. hereby authorizes the Chapter to utilize its additional logos and marks free of any payment or royalties, solely for their own use in publicity, fundraising, media relations and management Commercial use of these additional marks shall be subject to the terms of a separate trademark agreement between the two parties. 3

4 ARTICLE 8: CONDUCT 8.1. The Chapter shall seek to ensure in all dealings that it does not appear to speak for or act for BIR, Inc. except insofar as may be agreed upon with BIR, Inc. BIR, Inc. shall not speak or act on behalf of the Chapter except insofar as may be agreed upon with the Chapter The Chapter agrees to support the activities of BIR, Inc. so far as it is permitted to do so and to refrain from (a) engaging in any illegal activity; (b) engaging in any social or political activism which might distract from promoting free speech; and (c) engaging in any activity that might negatively impact the work or image of BIR, Inc BIR, Inc. agrees to support the activities of the Chapter and to not engage in any activity that might negatively impact the work or image of the Chapter. ARTICLE 9: BYLAWS 9.1. The Chapter shall abide by and promote the purposes and objectives of BIR, Inc. as set forth in the most current version of BIR, Inc. s mission, vision, goals and bylaws The Chapter may adopt its own bylaws for its operations provided that these bylaws are not contrary to or inconsistent with the BIR, Inc. bylaws. The Chapter shall supply to BIR, Inc. a copy of its bylaws and/or incorporation documents when applicable. The Chapter shall submit all bylaw amendments to BIR, Inc. for review and comment to allow for informed compliance with this provision The Chapter shall be required to advise BIR, Inc. of any planned or actual change in the bylaws or status of the Chapter which might affect BIR, Inc. or the continued existence or effectiveness of this contract BIR, Inc. shall be required to advise the Chapter of any planned or actual change in the bylaws or status of BIR, Inc. which might affect the Chapter or the continued existence or effectiveness of this contract. ARTICLE 10: FISCAL MANAGEMENT All chapters conducting fundraising must find a fiscal sponsor. Chapter may elect to choose BIR, Inc. as its fiscal sponsor or choose a local non-profit organization in their area to act as fiscal sponsor. Chapters electing BIR, Inc. as its fiscal sponsor must follow these guidelines: 4

5 Receiving gifts or donations on behalf of BIR: Any event or request for funds solicited on behalf of Brooklyn BIR must require that all gifts be made payable to:brooklyn BIR. No individuals may accept donations on behalf of BIR; checks must be made payable to either Brooklyn BIR or the Chapter s fiscal sponsor. The Chapter must make two (2) copies of all donation checks and submit one copy and the original checks to Brooklyn BIR for deposit. The second copy is for the chapter s files. Any checks written to individuals will not be accepted and are not considered gifts or donations to BIR and are not tax-deductible. Please discourage gifts of cash if possible. If cash gifts are received, please provide the donor with a receipt for the cash and submit a copy of the receipt and the cash to BIR for deposit. Please submit all checks for deposit within two (2) weeks of the check s date. Under no circumstances may a chapter sell items on behalf of BIR. These would be considered inventory items and would require detailed accounting. All funds collected by a Chapter will be earmarked for specific use for that chapter. 20% of the collected funds will be used for BIR, Inc. parent organization to pay for specific relevant operating expenses including, but not limited to: liability insurance, accounting, maintenance of 501(c)(3) status (including annual tax returns and state and federal compliance requirements), and annual audit review. Reimbursement of expenses: Funds raised by a Chapter are available for Chapter expenses (see above paragraph). Please submit in advance of an event a basic budget or explanation of foreseen expenses. All expenses will be paid on a reimbursement basis. Once a completed reimbursement form is submitted with corresponding receipts attached, the individual will be reimbursed within ten (10) business days. BIR will make every attempt to reimburse funds immediately, so that there will be no financial hardship to the Chapter volunteer requesting reimbursement. Please submit reimbursement requests within two (2) weeks of the original expense. Requests submitted without proper documentation and/or receipts will not be reimbursed. It is highly recommended that each Chapter keep copies of all receipts and reimbursement requests for their files. Publicity: Any fundraising events or fund solicitations on behalf of BIR must be approved by an authorized BIR, Inc. parent organization. All publicity for such activities must also be submitted for approval if BIR appears in the text, whether written or electronic. Conflict of Interest: Chapters agree not to separately incorporate as a Section 501(c)(3) non-profit organization under the Internal Revenue Code. Chapters further agree not to use the BIR name as the name of any separately incorporated entity. 5

6 ARTICLE 11: ACTIVITY REPORT The Chapter shall supply a written activity and financial report at least once a year to BIR, Inc. parent organization within four months of each Chapter year end BIR, Inc. shall supply a written activity and financial report from the BIR, Inc. Board to the Chapter within four months of each BIR, Inc. Foundation year end. 11.3The Chapter is to bear sole responsibility for managing, supervising, directing and controlling the business, funds, assets, and property of this association and is expected to create and submit to the Council Chapter operational resolutions to accomplish the goals of BIR, Inc The Chapter shall maintain reasonable records related to all of its program, activities and operations, including without limitation, minutes of the meetings of its members and board of directors, is any. Chapter shall submit regular written reports, as outlined in the Bylaws, to BIR, Inc. summarizing its programs, activities and operations, including but not limited to budget, financial statements, and a roster of current Chapter members with contact information Upon written request of BIR, Inc. and at BIR, Inc. s expense, Chapter shall permit BIR, Inc. or its agent to review appropriate records of Chapter pertaining to its program, activities and operations. Alternatively, Chapter shall send to BIR, Inc. copies of such records. ARTICLE 12: DURATION AND REVOCATION The term of this agreement is one year and is automatically renewed unless notice is given three months in advance by either party. Notice of revocation needs to be made in writing and given to the other party. Upon termination of this agreement, the Chapter will cease to be recognized. Either party may terminate this charter on 30 days written notice. In the event of breach by a party, the other may terminate immediately by written notice. Upon termination by either party for any reason, the chapter shall cease utilizing the name BIR, which is owned completely and exclusively by BIR, Inc. and may no longer claim any affiliation with BIR, Inc. ARTICLE 13: APPLICABLE LAW This agreement is subject to the laws of the United States of America and the State of New York, without regard to conflict of law rules. 6

7 ARTICLE 14: JURISDICTION AND VENUE BIR, Inc. and Chapter agree that in the event of litigation, venue shall be proper only in the courts of competent jurisdiction for New York City,New York S. BIR, Inc. and Chapter agree to be subject to the jurisdiction of said courts for purposes of any action brought pursuant to this agreement. ARTICLE 15: MANDATORY MEDIATION AND ARBITRATION While the parties are dealing in good faith and hope that disputes can be avoided by open discussions, the parties hereby agree that any unresolved disputes arising out of this agreement shall be submitted to a certified mediator. If the parties still do not reach an agreement through mediation, the parties hereby agree to resolve such disputes through binding arbitration subject to the rules of the American Arbitration Association and prior to the commencement of any judicial lawsuit. The parties have the option to decide whether arbitration disputes shall be resolved by either a single arbitrator or by a group of three (3) arbitrators, in which case, the number will be determined as follows: each party will designate an arbitrator and both designated arbitrators shall impartially designate the odd third. Arbitration hearing shall begin no later than 4 (four) months after the arbitrator(s) selection. All testimonies, documents produced, and outcome of the arbitration will remain confidential. The breach of this confidentiality will give rise to an independent cause of action against the breach or Arbitration outcomes shall be done in writing mentioning the rationale for his or her decision; however, parties will be allowed to seek provisional remedies from the courts, while arbitration is pending. The Arbitrator s award shall be final, and judgment may be entered in any court with jurisdiction. The cost of mediation shall be borne equally by the parties. The cost of arbitration shall be borne by the parties as the arbitrator directs. ARTICLE 16: AMENDMENTS Either party may initiate amendments to this agreement, which the other party must respond to within 90 days, either through executing an amended agreement or rejecting with an explanation of the reasons for rejecting. 7

8 WE HAVE REVIEWED AND ACCEPTED THE GUIDELINES AND EXPECTATIONS AND SERVICES AS OUTLINED IN THIS BROOKLYN CHAPTER AGREEMENT Officer #1 Name and Title (printed): Contact Info: Street Address City State Zip Officer #1 Signature: Date: Phone Number: Officer #2 Name and Title (printed): Contact Info: Street Address City State Zip Officer #2 Signature: Date: Phone Number: Officer #3 Name and Title (printed): Contact Info: Street Address City State Zip Officer #3 Signature: Date: Phone Number: Officer #4 Name and Title (printed): Contact Info: Street Address City State Zip Officer #4 Signature: Date: Phone Number: 8

9 INFORMAL SUMMARY OF BIR CHAPTER AFFILIATION AGREEMENT The purpose of this page is to summarize the Chapter Agreement in easier to understand terms, but of course it is not a substitution for reading the document itself. We hope this summary will clarify what you are agreeing to by signing the BIR Chapter affiliation Agreement. The agreement establishes the rights and responsibilities of BIR and the prospective chapters. There are basic criteria a prospective chapter needs to meet in order to receive chapter status, which include openness to all people, families and communities in support of BIR s mission. By signing this agreement (article 2) BIR and its chapters are not agents of one another, are not in any sort of legal or business partnership, and cannot speak for one another without a written agreement (article 3) Chapters who have signed the agreement are allowed to use the name BIR (locale), which for instance could designate a city or a region such as BIR Brooklyn Chapter, or BIR (article 5). When a geographic region is established for each chapter, BIR agrees not to form any other chapters within that area without first consulting the existing chapter. BIR Inc does reserve the right to participate in other programming or events in the area (article 6). Chapters can use the BIR logo and name for their activities and materials. They must use the logo exactly as it is provided by BIR Inc and are not able to alter its design (article 7). The chapter and BIR Inc. must support one another, and not do anything to negatively impact the work of the other. Due to federal non-profit laws, chapters are not allowed to endorse political candidates and can only endorse or encourage advocacy on behalf of pieces of legislation with consent from BIR Inc (article 8). Article 9 gives chapters the ability to adopt their own bylaws which are a set of rules adopted by an organization to govern its internal management. If a chapter wants to adopt bylaws they need to be consistent with the BIR Inc bylaws, and any changes to the chapter bylaws must be reported to BIR Inc. Chapters are able to accept in-kind donations (space for events, food, volunteers) without administration by BIR Inc (article 10). 9

10 Each year, the chapters must submit a written report of their activity and finances, informing BIR Inc. of the activities and finances of the chapter. When any part of the contact information for a Chapter or one of its leaders changes, the Chapter must update BIR Inc. within 30 days (article 11). Article 12 talks about the duration of the agreement and how it can be ended before the year is through. This agreement lasts for one year and automatically renews unless written notice is given. Either BIR Inc. or the chapter can end the agreement if they give thirty days notice, and if the agreement ends, so do the permissions and other rights granted by the agreement. In the case of a serious breach of the agreement, it can be revoked immediately through written notice. If there s a dispute, New York State law will be used, and New York City will be the forum. However, any disputes should first be mediated and arbitrated (article 14). Arbitration and mediation are different, and Article 15 explains those differences. Any changes to this agreement can be made if both sides agree to them. If you have any other questions about the content of the BIR Chapter Agreement, do not hesitate to contact us by or phone. We want to ensure that each chapter is able to understand and sign this agreement. 10