BYLAWS OF SAVING GRACE EPILEPSY FOUNDATION, INC.
ARTICLE I — NAME
The name of the organization shall be Saving Grace Epilepsy Foundation, Inc., hereinafter referred to as the “Foundation.”
ARTICLE II — MISSION AND PURPOSE
Section 1. Mission
The mission of Saving Grace Epilepsy Foundation is to increase epilepsy awareness, provide education and community support, and improve access to resources for individuals, families, and caregivers affected by epilepsy and seizure disorders.
Section 2. Charitable and Educational Purpose
The Foundation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
The Foundation seeks to create greater awareness and understanding of epilepsy while providing programs, resources, education, and supportive services to communities affected by epilepsy and seizure disorders.
Section 3. Programs and Activities
To accomplish its mission, the Foundation may:
1. Promote epilepsy awareness and education through community outreach, public awareness campaigns, events, media initiatives, and partnerships.
2. Organize and host conferences, summits, workshops, health and wellness events, educational programs, and community events related to epilepsy, seizure safety, caregiving, wellness, and patient advocacy.
3. Establish and facilitate support groups, peer-support programs, caregiver programs, and other opportunities that provide connection and resources for individuals and families affected by epilepsy.
4. Operate the Grace Kit Initiative, through which the Foundation may distribute educational materials, seizure-safety information, wellness products, supportive resources, and other appropriate items to individuals and families affected by epilepsy.
5. Collaborate with hospitals, healthcare providers, universities, schools, businesses, nonprofit organizations, government agencies, community organizations, and other partners to increase access to epilepsy education and resources.
6. Provide educational resources concerning seizure recognition, seizure first aid, epilepsy management, caregiving, advocacy, and available community resources.
7. Develop programs addressing barriers faced by individuals and families affected by epilepsy.
8. As funding and organizational resources become available, establish or support programs providing medication assistance, transportation assistance, emergency assistance, and other direct-support services consistent with the Foundation’s charitable mission.
9. Conduct fundraising campaigns, charitable events, sponsorship programs, grant-funded initiatives, and other lawful activities necessary to support the Foundation’s mission.
10. Undertake any other lawful charitable or educational activity consistent with the Foundation’s mission and tax-exempt status.
ARTICLE III — OFFICES
Section 1. Principal Office
The principal office of the Foundation shall be located in the State of Louisiana at a location determined by the Board of Directors.
Section 2. Additional Locations
The Foundation may establish additional offices, chapters, programs, or operations in Louisiana or other locations as approved by the Board of Directors.
ARTICLE IV — BOARD OF DIRECTORS
Section 1. Governing Authority
The Board of Directors shall be the governing body of the Foundation and shall oversee its affairs, finances, policies, strategic direction, and charitable activities.
Section 2. Number of Directors
The Board shall consist of no fewer than three (3) and no more than fifteen (15) directors.
Section 3. Qualifications
Directors shall support the mission and purposes of the Foundation and be willing to fulfill the fiduciary, governance, and oversight responsibilities associated with board service.
Section 4. Election
Directors shall be elected by a majority vote of the directors then serving.
Section 5. Terms
Directors shall serve terms of two (2) years and may be re-elected for additional terms.
Section 6. Responsibilities
The Board of Directors shall:
• Protect and advance the mission of the Foundation.
• Provide financial and organizational oversight.
• Review and approve major organizational policies.
• Participate in strategic planning.
• Assist with fundraising, partnerships, and community engagement.
• Monitor the Foundation’s programs and impact.
• Ensure Foundation resources are used for appropriate charitable purposes.
• Ensure compliance with applicable federal, state, and local requirements.
Section 7. Vacancies
A vacancy on the Board may be filled by a majority vote of the remaining directors.
Section 8. Resignation
A director may resign by providing written notice to the President or Secretary.
Section 9. Removal
A director may be removed by a two-thirds vote of the directors then serving when the Board determines that removal is in the best interests of the Foundation.
ARTICLE V — OFFICERS
Section 1. Officers
The officers of the Foundation shall include:
President
Vice President
Secretary
Treasurer
The Board may establish additional officer positions as necessary.
Section 2. Election and Terms
Officers shall be elected by the Board of Directors and shall serve two-year terms. Officers may be re-elected.
Section 3. President
The President shall preside over Board meetings, provide leadership to the Board, assist in advancing the Foundation’s mission, execute authorized documents, and perform other duties assigned by the Board.
Section 4. Vice President
The Vice President shall assist the President, perform the President’s duties when necessary, and carry out additional responsibilities assigned by the Board.
Section 5. Secretary
The Secretary shall maintain or oversee corporate records, Board meeting minutes, meeting notices, Board resolutions, and other official governance documents.
Section 6. Treasurer
The Treasurer shall oversee the financial affairs of the Foundation, review financial reports and records, assist with budgeting, and help ensure appropriate financial controls are maintained.
ARTICLE VI — BOARD MEETINGS
Section 1. Annual Meeting
The Board shall hold at least one annual meeting each year to review the Foundation’s programs, finances, governance, and strategic priorities.
Section 2. Regular Meetings
The Board shall meet at least quarterly unless a different schedule is established by the Board.
Section 3. Special Meetings
Special meetings may be called by the President or by a majority of the directors.
Section 4. Notice
Reasonable notice shall be provided to directors. Whenever practical, at least seven (7) days' notice shall be provided for regular meetings.
Section 5. Quorum
A majority of directors then serving shall constitute a quorum.
Section 6. Voting
Each director shall have one vote. Unless otherwise required by these bylaws or applicable law, Board action shall be approved by a majority of directors present when a quorum exists.
Section 7. Remote Participation
Directors may participate in meetings by telephone, videoconference, or other electronic means permitted by law.
Section 8. Action Without a Meeting
The Board may take action without a meeting through written or electronic consent when permitted by applicable law.
ARTICLE VII — COMMITTEES
The Board may establish standing, temporary, advisory, or special committees as necessary.
Committees may include:
Executive Committee
Finance Committee
Governance Committee
Development and Fundraising Committee
Programs Committee
Events Committee
Community Outreach Committee
Medical or Professional Advisory Committee
Committees may include directors, volunteers, healthcare professionals, community leaders, or other individuals whose experience can benefit the Foundation.
ARTICLE VIII — EXECUTIVE DIRECTOR, EMPLOYEES AND VOLUNTEERS
Section 1. Executive Director
The Board may appoint or employ an Executive Director to manage the day-to-day operations of the Foundation.
Section 2. Responsibilities
The Executive Director may be responsible for:
• Managing programs and operations.
• Implementing the strategic direction established by the Board.
• Managing employees, interns, contractors, and volunteers.
• Developing partnerships and community relationships.
• Managing fundraising and development activities.
• Overseeing events, conferences, support programs, and outreach initiatives.
• Providing organizational and program reports to the Board.
Section 3. Employees and Contractors
The Foundation may hire employees, contractors, consultants, and other professionals as necessary to carry out its mission.
Section 4. Volunteers and Interns
The Foundation may establish volunteer, ambassador, internship, and community-service programs consistent with its charitable purposes.
ARTICLE IX — FINANCIAL MANAGEMENT
Section 1. Fiscal Year
The fiscal year shall begin January 1 and end December 31 unless otherwise determined by the Board.
Section 2. Financial Accounts
Foundation funds shall be maintained in accounts held in the Foundation’s name at financial institutions approved by the Board or authorized representatives.
Section 3. Use of Funds
Foundation funds shall be used to advance the Foundation’s charitable and educational purposes and pay reasonable expenses associated with operating the organization.
Section 4. Budget
The Foundation shall maintain an annual operating budget or financial plan appropriate to its size and activities.
Section 5. Financial Records
Complete and accurate financial records shall be maintained.
Section 6. Financial Review
The Board may require an independent financial review, compilation, or audit when appropriate or required by law, contract, grant agreement, or funding source.
Section 7. Contracts
The Board may authorize officers, employees, or other representatives to enter into contracts and agreements on behalf of the Foundation.
ARTICLE X — COMPENSATION AND REIMBURSEMENT
Section 1. Board Service
Directors shall not receive compensation solely for serving as members of the Board.
Section 2. Reimbursement
Directors, officers, employees, volunteers, and authorized representatives may be reimbursed for reasonable and necessary expenses incurred on behalf of the Foundation in accordance with Foundation policies.
Section 3. Compensation for Services
The Foundation may pay reasonable compensation for legitimate professional, administrative, executive, programmatic, or other services.
Any compensation arrangement involving a director or officer shall be reviewed and approved in accordance with the Foundation’s conflict-of-interest procedures and applicable law.
ARTICLE XI — CONFLICT OF INTEREST
Directors, officers, employees, and individuals with decision-making authority shall act in the best interests of the Foundation.
Actual or potential financial or personal conflicts of interest shall be disclosed.
A person with a conflict of interest shall not improperly participate in or influence a decision from which that individual may receive an inappropriate private benefit.
The Foundation may maintain a separate Conflict of Interest Policy.
ARTICLE XII — RECORDS AND TRANSPARENCY
The Foundation shall maintain appropriate organizational records, including:
• Articles of Incorporation
• Bylaws and amendments
• Board meeting minutes
• Financial records
• Required federal and state filings
• Significant organizational policies and resolutions
Records shall be maintained in accordance with applicable law and Foundation policies.
ARTICLE XIII — NONDISCRIMINATION
The Foundation shall provide its programs, services, volunteer opportunities, and activities in accordance with applicable nondiscrimination laws.
The Foundation is committed to serving individuals and families affected by epilepsy without unlawful discrimination.
ARTICLE XIV — POLITICAL AND LEGISLATIVE ACTIVITIES
The Foundation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
No substantial part of the Foundation’s activities shall consist of attempting to influence legislation except as permitted for organizations exempt under Section 501(c)(3) of the Internal Revenue Code.
The Foundation may conduct lawful, nonpartisan education, public awareness, public-policy education, and advocacy activities consistent with its charitable mission.
ARTICLE XV — PRIVATE BENEFIT
No part of the net earnings of the Foundation shall inure to the benefit of any director, officer, or other private individual.
The Foundation may pay reasonable compensation for services rendered and make payments that further its charitable purposes.
ARTICLE XVI — INDEMNIFICATION
To the fullest extent permitted by applicable Louisiana law, the Foundation may indemnify its directors, officers, employees, volunteers, and authorized representatives for actions undertaken in good faith within the scope of their responsibilities to the Foundation.
ARTICLE XVII — DISSOLUTION
Upon dissolution of the Foundation and after payment of all lawful debts and obligations, the Foundation’s remaining assets shall be distributed exclusively for one or more purposes qualifying under Section 501(c)(3) of the Internal Revenue Code.
Assets may be distributed to one or more charitable organizations whose purposes include epilepsy awareness, patient support, healthcare, disability advocacy, community health, education, or another charitable purpose consistent with the Foundation’s mission.
No remaining assets shall be distributed for the private benefit of a director, officer, employee, or other private individual.
ARTICLE XVIII — AMENDMENTS
These bylaws may be amended, altered, repealed, or replaced by a two-thirds vote of the directors then serving.
Directors shall receive reasonable notice of proposed material amendments before the meeting at which the amendments will be considered.
ARTICLE XIX — ADOPTION
These bylaws shall become effective upon adoption by the Board of Directors of Saving Grace Epilepsy Foundation, Inc.