Exhibit FED Constitution & Bylaws - Exhibit B — USA v. Thomas et al. (Dkt. 563-2, N.D. Ga.)

Summary

Document 563-2 in Case 1:20-cr-00296-JPB-CMS, filed 09/06/22, is the constitution and bylaws of Feeding Everyone Daily, Inc. (FED, Inc.), with its principal office in Blythewood, SC. The bylaws say the corporation will operate exclusively to provide, process and distribute food locally to individuals and families in emergency need, with financial education and physical health programs, and that its board of directors will have at least 5 and no more than 9 members.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Record facts

Full text

Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 1 of 19
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 2 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

| Bylaws

Constitutions
ARTICLE 1 NAME & OFFICES
SECTION 1.1 - NAME-The name of the Corporation shall be Feeding

Everyone Daily, Inc. (hereinafter called Corporation.)

SECTION 1.2 - OFFICES- The principal office of the Corporation shall be at
such place within the City of Blythewood, SC, as the Board of Directors may
determine. The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate and the activities of the
Corporation may require.

ARTICLE 2 PURPOSE & MISSION

SECTION 2.1 - PURPOSE - The purpose of the Corporation shall
be to operate exclusively to provide, process, and distribute food locally to
individuals and families in emergency need. FED, Inc. will also support
individuals with financial education and knowledge about physical health.
FED, Inc. will collaborate with local farms, food hubs, educators, and other
experts to distribute and deliver their produce and other services daily. FED,
Inc. will collaborate with local farmers and educators to implement
educational programs for program participants in need of job skills and
empower them to begin their journey of success within their communities,
and the making of distributions to organizations that qualify as exempt
organizations under section 501 (c) (3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 3 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 2.2 - MISSION” - The Mission of Feeding Everyone
Daily is exclusively to provide, process, and distribute food, financial
education, and knowledge about physical health choices locally to individuals
and families in need while coordinating with local farms and other experts
help participants learn the field of agriculture and earn an income respectively
for their future families.

ARTICLE 3 BOARD OF DIRECTORS

SECTION 3.1 - NUMBER - The Board of Directors shall consist
of at least 5 members but not more than 9 members.

SECTION 3.2 - POWER - The governing powers of the Corporation shall be
vested in the Board of Directors who shall have charge, control, and
management of the properties, affairs, and funds of the corporation. The
Board shall have the power and authority to do and perform all acts and
functions not inconsistent with these By-Laws, including, but not limited to,
retaining of legal counsel and certified public accountants.

SECTION 3.3 - ELIGIBILITY - All members of the Board of
Directors must be at least twenty-one (21) years of age. Only one (1) member
of a family immediate, (spouse, child, or parent) may serve as a member on
the Board of Directors at the same time.

SECTION 3.4 - EMPLOYMENT WITH CORPORATION - A Board Director
may not be considered for full-time employment by the Corporation until one
year has passed from the date of their termination as a Board Director. No
immediate relative (spouse, child, or parent) of a Board member may be
considered for employment by the Corporation during said Board member’s
term of office. Current or former employees of the Corporation shall not be
eligible to serve as members of the Board of Directors until one year has passed
from the date of their termination of such employment.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 4 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 3.5 - MEETINGS - The Board shall engage a meeting in
person at designated locations in South Carolina and throughout the United
States or by conference call, or Zoom meeting up to three (3) times a year and
will take place on a Monday of a designated week on a quarterly basis to carry
out the business of the Corporation.

SECTION 3.6 - TELECONFERENCE & ZOOM MEETINGS - One or more
Directors may participate in a meeting of the Board or any committee thereof
by means of a conference telephone or similar communications equipment by
which all persons participating in the meeting can hear each other and/or can
effectively communicate with each other. Most Directors may participate in
a Zoom meeting of the Board or any committee thereof by means the internet
or by telephone when in person meetings are not possible.

SECTION 3.7 - ANNUAL MEETINGS - There shall be an annual meeting of
the Board of Directors to be held in the month of December of every year for
the purpose of electing the board of directors for the new calendar year to
start on January 1**. To provide a list of names for consideration as board
members, the Board of Directors will appoint a Nomination Committee to
prepare a ballot for the election to be held in December. This committee
should be appointed in September of the year when elections are to be held.

SECTION 3.8 - SPECIAL MEETING - Special meetings of the Board of
Directors may be called by the Chairman or any three (3) Directors of the Board
who are in good standing, with three (3) days’ notice to each Director, given
either personally, by mail, email, telephone, or telegraph. Said notice shall
state the time, place, and purpose of the meeting. If initial notice is made
personally, or by telephone a written notice must follow.

SECTION 3.9 VOTING - Each Board member shall have one vote on any issue,
and proxy voting is not permissible.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 5 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 3.10- QUORUM - Most of those Board members
currently in office will constitute a quorum for the purposes of conducting
business of the Corporation.

SECTION 3.11- ELECTION/TERM - The Directors shall be elected by the
Board members at the annual meeting and shall serve for a period of two (2)
years or until their successors are duly elected.

SECTION 3.12- VACANCIES - Vacancies on the Board of Directors
shall be filled by a majority vote of the Board of Directors at its first meeting
following notice of such vacancy. Each Director so elected shall serve until
the following annual meeting or until his/her successor is elected.

SECTION 3.13- ORIENTATION - Each new member of the Board
of Directors shall receive an orientation presentation, including, but not
limited to, a study of the structure, programs, plans and operations of the
Corporation within three (3) months of assuming office. It is the responsibility
of the Executive Director of the Corporation to see that the orientation
happens. All Board members will receive continuing education through
seminars, management courses, supply of pertinent literature and appropriate
periodicals.

SECTION 3.14- CONFLICT OF INTEREST - No contract or transaction
between the Corporation and one or more of its Directors; or between the
Corporation and any member of the immediate family of one or more or its
Directors; or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
member of the immediate family of one or more of its Directors have a
financial interest shall be void or voidable solely for such reason or solely
because the Director is present at or participates in the meeting of the Board
of Directors which authorizes the contract or transaction, provided that:
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 6 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

(i) - the interested Director did not participate on behalf of this
Corporation in the negotiation or Board committee review if any, of transaction;

Gi - the interested Director discloses to the Board in writing material
factors as to his or her relationship or interest in or to the contract or transaction
and the Board in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors present and voting
even though the disinterested Directors are less than a quorum;

(a) - Whenever a Director has an interest in any contract or
transaction or would financially benefit from any information generated
by or for the Corporation, he shall disclose such interest in writing to
the Board. Failure to make such disclosure shall be grounds for removal
of such Director from the Board.

(b) - Common and/or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Directors
which authorizes a contract or transaction, subject to the operation of
this Article.

SECTION 3.15- DISCLOSURE OF INFORMATION - The Board of Directors
shall by resolution approve all documents, files, records, and information
which are to be unavailable for public inspection. In the absence of such Board
action and consistent with personal rights of privacy, all records, files, reports,
and information related to the Corporation and any of its activities shall be
available upon reasonable written notice for public inspection.

SECTION 3.16- REIMBURSEMENT FOR EXPENSES = Directors may be
compensated in advance a reasonable sum and reimbursed for out-of-pocket
expenses, (hotel stay, air fare, car rentals, per diem for meals for Director and
their spouse/significant other) for attending meetings outside of their city of
residence for the Board of Directors and special events and otherwise acting
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 7 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225
for the Corporation, provided such actions have been duly and specifically

authorized by the Board of Directors and necessary funds are available.

ARTICLE 4 REMOVAL FROM BOARD OF DIRECTORS

SECTION 4.1 - PROCEDURE - Any Director or Officer may be
removed from office for just cause, behavior unbecoming of a board
member, or engaging in any activities that will undermine the authority of
the Executive Director/President of the Corporation. Such behavior may
include but is not exclusive of actions that could compromise the integrity
or public image of the Corporation. The Board retains the power to
determine what behavior is inappropriate of a Board member. The
procedure to implement the impeachment to remove from the Board any
member shall be as follows:

(i) - The charges against any Board member must first be
presented, in writing, to the Executive Committee, through the
Executive Director/President of the Corporation, with a copy of the
charge(s) sent to the Board member so charged.

Git) - The Executive Committee shall evaluate the charge(s) and
make appropriate recommendation to the Board of Director within 5
working days of receipt of the charge(s).

Git - The Board member so charged has the right to appear before
the Board of Directors, if she/he so desires, when the Board will be
discussing the charges. It is at the discretion of the Board if the
member so charged can bring legal counsel to the meeting where the
charges will be discussed.

(i v) - When the Board has made its determination of the charges,
the member will be notified, in writing, the decision. Most of the Board
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 8 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

is necessary for a decision to be taken. The decision of the Board shall be
one of the following:

- dismissal of the charges

- censure without removal
- removal from the Board of Directors

SECTION 4.2 - REMOVAL FOR ATTENDANCE - In the event a Board
member is absent from two (2) consecutive regular meetings of the Board, a
letter will be sent to the Board member notifying the Board member of their
absences. The letter shall solicit a written response of the member’s intention
concerning membership on the Board of Directors. At the next regular meeting
of the Board a decision will be made, regarding the member’s status. The
Board member’s statement, with their permission, will be considered when
the Board make its’ determination. The Board may vote (by majority vote) to:

(i) - discontinue the member’s participation on the Board;
(ii) - excuse the absences;
Gi iid - give the member a set period to solve the problem(s) that

has kept them from attending the meetings.

Board members are considered not to be in good standing when they have missed
two (2) consecutive unexcused meetings of the Board of Directors.

ARTICLE 5 OFFICERS
SECTION 5.1 - CLASSIFICATION - The officers of the Corporation

shall be Chairman, *Vice Chairman (t maximum capacity of 9 only) Secretary and
Treasurer, or such officers as the Board may determine is necessary.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 9 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 5.2 - ELECTION OF OFFICERS - The officers shall be elected at
the first meeting of the Board of Directors that is to be held after the annual
meeting. They are elected for a period of two years, except that in the case
of any vacancy occurring in any office, a successor may be elected at any
regular or special meeting of the Board to complete the unexpired term of the
vacant office.

SECTION 5.3 - DUTIES OF CHAIRMAN © - The Chairman shall preside at
all meetings of the Board of Directors, shall demonstrate an interest in all
affairs of the Corporation, shall be an ex-officio member of all committees,
and shall act as Chairperson of the Executive Committee.

SECTION 5.4 - DUTIES OF VICE CHAIRMAN - The Vice Chairman shall
act in the absence of, or inability of the Chairman to act, and while so acting,
shall have all the power and authority of the Chairman. She/he is also
responsible for seeing that all new board members receive the orientation.

SECTION 5.5 - DUTIES OF THE SECRETARY - The Secretary shall take
minutes of all Board and Executive Committee meetings, shall send, or see
that they are sent, appropriate notices for meetings, prepare all agendas or
see that they are prepared for all meetings, sign all appropriate documents for
the Corporation. It is the responsibility of the secretary to make sure that all
official documents of the Corporation, the Corporate Seal, and all
correspondence of the Corporation are maintained in a safe and confidential
place, either in the offices of the Corporation or in his/her personal custody.

SECTION 5.6 - DUTIES OF THE TREASURER - The Treasurer shall have
the responsibility for seeing that the fiscal operations of the Corporation are
managed in an acceptable manner. The Treasurer shall see that an accounting
system is maintained in such a manner to reflect a true and accurate
accounting of the financial transactions of the Corporation, and which is in
line with Feeding Everyone Daily’ fiscal procedure. She/he will see that reports
of such transactions are presented to the Finance and Executive Committees,
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 10 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

and the Board of Directors that all expenditures for operation are made to the
best possible advantage. The Treasurer shall be the Chairperson of the Finance
Committee and should have a good working knowledge of accounting
procedures and a broad knowledge of finances.

ARTICLE 6 FIDELITY BONDS & INDEMNITY OF OFFICERS, DIRECTORS, AND STAFF

SECTION 6.1 - FIDELITY BONDS - Bonds of fidelity, in amounts
determined and approved by the Board, shall be secured, as needed, from a
guaranteed company for the Treasurer and such other officers and employees
as designated by the Board of Directors. The Corporation shall defray the cost
of such bond(s) as money is available for such expenditure.

SECTION 6.2 - INDEMNIFICATION - Every Director, Officer, and
employee of the Corporation shall be indemnified by the Corporation against
all expenses and liabilities, including counsel fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to which she/he may
be made a party, or in which she become involved, by reason of him/her being
or having been a director, officer, or employee of the Corporation. Any
settlement, thereof, whether or not she/he is a director, officer, or employee
at the time such expenses are incurred, except in such cases wherein the
director, officer, or employee is adjured guilty of an offense which amounts to
willful misfeasance; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
settlement and reimbursement as proper in the circumstances. The forgoing
right of indemnification shall be in addition to any liability insurance coverage
which the Corporation shall obtain for the benefit of such directors, officers,
or employees of the Corporation.

ARTICLE 7 FISCAL YEAR/AUDIT

SECTION 7.1 - FISCAL/PERIOD - The calendar year of the
Corporation shall begin on January 1st and end on December 31** of the
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 11 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

succeeding year. At the end of each calendar year, the Treasurer shall submit
to the Board of Directors a full and detailed report of the receipts and
disbursements during the preceding year. This report is to be presented to the
Board within ninety (90) days of the end of the fiscal year.

SECTION 7.2 - AUDIT -All accounts and books of the Treasurer and the
Corporation, together with all supporting data, shall be audited by a firm of
disinterested certified public accountants. Said report shall be presented to
the Board at its’ April Board meeting.

ARTICLE 8 EXECUTIVE DIRECTOR
SECTION 8.1 - HIRING - When deem necessary in the future, the Board of

Directors, by resolution, shall select and employ an Executive Director, by vote
of the members of the Board at a regular or special meeting. Said Executive
Director shall be charged with the management of those operations which
carry out the purpose of the Corporation internally, subject to the direction
and control of the President and Board of Directors

SECTION 8.2 - RELATIONSHIP BETWEEN THE BOARD OF DIRECTORS AND
EXECUTIVE DIRECTOR -The Board of Directors, President/Executive Director
work closely together to insure the orderly conduct of business. Board
members are never to undermine the authority of the Executive Director with
staff or his capacity as the President when he deals with organizational
structures and outside agencies. Board members can be removed from office
if they engage in any activities that will undermine the authority of the
Executive Director/President (See Section 4. 1).
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 12 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 8.3 - EVALUATION OF EXECUTIVE DIRECTOR - The
evaluation of the Executive Director of the Corporation, can or will be done
every year in a manner determined by the Board.

ARTICLE 9 REMOVAL OF EXECUTIVE DIRECTOR

SECTION 9.1. = REMOVAL OF EXECUTIVE DIRECTOR-The Board has the right
to terminate the Executive Director for the following reasons:

(a) Resignation of the Executive Director

(b) Inability to conduct the duties of the office of the Executive Director
due to physical and mental incapacity as explained in 9.2

(c) Continue neglect of office duties as explain in 9.3

SECTION 9.2 - PHYSICAL/MENTAL INCAPACITY - In the case of alleged
physical and/or mental incapacity of the Executive Director, the Board of
Directors shall acquire the assessed report of (2) two standing physicians with
wet ink signature affixed to the report. In shall be the responsibility of the
Board to present a petition signed by at least two thirds (2/3) of its Directors
to the Advisory Council who will form a committee consisting of one third
(1/3) members of Advisory Council and one third (1/3) of the Directors to
investigate the validity of accusations. If the committee finds that the
accusations are valid by a unanimous decision, then a special meeting shall
be held by the Board and Advisory Council so that both sides, the Committee
and Executive Director can present their arguments. Upon hearing all
arguments, a ballot vote to dismiss, retire, or retain the Executive Director
shall be held. A two third (2/3) majority vote must be reached on the final
discussion. Only the Board of Directors shall be authorized to vote.

(a) At least two certified physicians must provide verbal and written
documentation to the Committee that the Executive Director is mentally
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 13 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

and/or physically unable to effectively complete the duties required by the
Bylaws. Thus, jeopardizing the wellbeing of the Corporation.

(b) The Executive Director must also submit to at least two physical and or
mental examinations or forfeit the office of the Executive Director.

(c) The Executive Director has the right to submit written documentation
from two selected physicians of his own choice.

SECTION 9.3 - NEGLECT OF DUTIES’ - It shall be the responsibility of the
Board to present a petition signed by at least two thirds (2/3) of its Directors
to the Advisory Council who will formulate a committee consisting of one
third (1/3) members of Advisory Council and one third (1/3) of the Directors to
investigate the validity of the accusations. If the committee, by a unanimous
decision, finds that the accusations are valid then a special meeting shall be
held by the Board and Advisory Council so that both sides, the Committee and
Executive Director can present their arguments. Upon hearing all arguments,
a ballot votes to dismiss, retire, or retain the Executive Director shall be held.
A two third (2/3) majority vote must be reached on the final decision. Only
Advisory Council and Board of Directors shall be authorized to vote.

ARTICLE 10 DEATH OF EXECUTIVE DIRECTOR

SECTION 10.1- DEATH OF EXECUTIVE DIRECTOR - In the event of the
Executive Director’s death, the Vice-Executive Director will immediately take
over the duties of the Executive Director’s office until the end of the term. At
such time, the authority to elect an Executive Director shall be by at least
two thirds (2/3) majority ballot vote of the Directors present or via
teleconference by Directors not present.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 14 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

ARTICLE 11 DUES

SECTION 11.1- DUES - All Partners of the Corporation shall be required to
raise funds for the corporate budget. At the Annual meeting, the corporate
budget will be discussed for upcoming fiscal year projections as well as
discussing current year figures to measure how successful the fundraising
efforts have been for the year. The approved corporate budget for next year
will be ratified.

SECTION 11.2- FUNDRAISING - The Board is responsible for
raising funds. A Resource Development Committee can be established to
research and identify funding sources, as well as, grant writing, proposal
writing, etc.

ARTICLE 12 COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 12.1- TITLES - The Board of Directors shall have five standing
committees which are:

(@) Executive Committee

(ii) Program Quality committee
(iii) Finance Committee

(iv) Personnel Committee

(v) Planning/Research Committee

All Committees must submit to the Board their recommendations and reports
to the Board for final approval.

SECTION 12.2- COMPOSITION OF COMMITTEES - The Executive
Director of the Corporation shall recommend to the Board of Director members
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 15 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

to serve on the standing committees. Each Committee, at the first meeting
following its establishment as a committee, shall elect the Chairperson for
that committee. The Chairperson of all standing committees must be a Board
member, or the committee cannot be formed, the Board of Directors shall act
as a committee of the whole to coordinate the activities and general policies
of the various committees.

SECTION 12.3 - SPECIAL COMMITTEES - The Board may appoint special
committees, composed of board members as well as persons who are not
members of the Board, but are associated with the Corporation in some
capacity. Such committees shall have only such authority, power, and
responsibility as may be delegated to them specifically by the Board of
Directors.

SECTION 12.4- CHARGE TO COMMITTEES - The Board of Directors,
will give to each committee formed, whether standing or special, a written a
written charge of responsibilities and duties of said committee. No
committee can be formed to perform _a function without a written charge
from the Board of Directors.

SECTION 12.5- CHARGE TO EXECUTIVE COMMITTEE - The Executive
Committee shall consist of the elected officers of the Corporation (see Article
5 Section 5. 1) and the chairpersons of the standing committees. The
Committee shall have the power to transact all regular business of the
Corporation between meetings of the Board of Directors, provided that any
action taken shall not conflict with the policies and expressed wishes of the
Board of Directors and provided further that all the decisions of major
importance will be referred to the Board of Directors for the Executive
Committee shall constitute a quorum at any meeting of said Committee.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 16 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 12.6- CHARGE TO PROGRAM QUALITY COMMITTEE - The
Program Quality committee is responsible for developing a system or
mechanism that will evaluate the services provided by the Corporation to the
Board of Directors. The Committee’s primary concern is to ensure that the
public receives quality services in an efficient, effective, and timely manner.
This committee will review, monthly, all complaints received by the
Corporation regarding the delivery of Feeding Everyone Daily’ services.

SECTION 12.7 - CHARGE TO FINANCE COMMITTEE - The Finance
Committee shall be responsible for the following functions or for seeing that
these functions are done:

©) supervision of all funds of the Corporation.

cid) to ensure that all endowments, trusts, and capital funds, be
deposited with a responsible bank or trust company or comparable
agency for investments, and that reports from such investments
be received and reviewed from time to time.

(iii) that income from endowments, trusts, and capital funds are used
in accordance with the terms of the purposes for which they were
established.

(iv) supervise the operational funds of the Corporation and shall
recommend, in consultation with the Executive Director to the
Board purchases of major equipment.

(v) prepare and submit to the Board of Directors at its May Board
meeting a comprehensive budget showing expected receipts and
expenses for the incoming year.

(vi) examine quarterly, or as often as necessary, the securities of the
Corporation.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 17 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

(vii) prepare a quarterly financial statement of the Corporation in the
form prescribed by the Board of Directors.

(viii) Conduct an annual review of all insurance policies of the
Corporation and shall renew, negotiate, and purchase such
coverage as is necessary to protect the assets of the Corporation.
In reviewing risks to be insured, the Committee shall be assisted
by the Executive Director and the Fiscal Office, who shall make
suggestions concerning hazards arising out of use of the
Corporations’ real estate, supplies, personnel, visitors, clients, and
medical malpractice.

(ix) shall cause an audit to be made annually of all books, receipts, and
disbursements of funds; review all contracts to ensure
compliance, and report to the Board of Directors on findings and
recommendations.

(x) conduct an annual review of the Corporation’s salary plan,
employee fringe benefits and related personnel policies as they
relate to the financial aspect of the Corporation. Make
recommendations for general and special adjustments to said
plan, benefits, and policies as they affect the budget of the
Corporation.

SECTION 12.8- CHARGE TO PERSONNEL COMMITTEE - The Personnel
Committee is responsible for carrying out the work necessary to provide the
Board with all information needed to make sound personnel decisions. The
Committee is responsible to review and make recommendations to the Board
for changes to the Personnel Policies. The committee is to function in those
areas outlined in the Personnel Policies which relate to the “grievance
procedure”, and to ensure that the Personnel Policies are being adhered to and
enforced. This committee will review the wage and salary plan, position
classification plan, the employee handbook, the evaluation tool to be utilized,
the personnel practices and procedures, and develop a mechanism to ensure
that the Corporation has an accurate record of all individuals who are
employed by the corporation and the salary and benefits they receive.
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 18 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

SECTION 12.9 - CHARGE TO PLANNING/RESEARCH COMMITTEE - The

Planning/Research Committee is responsible for looking at the various
components of Feeding Everyone Daily that impact on the Corporation’s future
growth and prosperity. They will look at new programs that will help meet
the long-range goals of the organization, the impact of existing Programs on
the target population, and on publications of the programs of the Corporation.

ARTICLE 13 AUTHORIZED SIGNATORIES

SECTION 13.1- SIGNATURES - The authorized signatories for
all contracts or legal documents to be signed by the Corporation will be the
Executive Director, who also serve as the President, and Treasurer as required
by the contract. The authorized signers for all checks will be the Chairman,
Executive Director, Treasurer, Secretary and President. At least two of the
five individuals must sign each check.

ARTICLE 14 MISCELLANEOUS PROVISIONS
SECTION 14.1- CORPORATE SEAL - The Corporate Seal shall be

circular in form and shall contain the name of the Corporation, the year of its
creation, and the words, "Corporate Seal —- South Carolina”. Said seal shall be
used by causing it or a facsimile thereof to be pressed or affixed or reproduced
other otherwise.

SECTION 14.2- PARLIAMENTARY PROCEDURE - The Parliamentary
procedure governing the Corporation’s transactions of business at all meeting,
whether Board or Committee, shall be that of “Robert’s Rule of Order” except
as may otherwise be provided in the Corporation’s own Charter of By-Laws.

(see attached document)
Case 1:20-cr-00296-JPB-CMS     Document 563-2     Filed 09/06/22     Page 19 of 19
Feeding Everyone Daily Constitutional Bylaws: EIN: 85-2347225

ARTICLE 15 AMENDMENTS

u

SECTION 15.1- AMENDMENTS - These Bylaws may be amended
at a regular or special meeting of the Board of Directors of the Corporation by
majority vote of those members present at such meeting, provided that copies
of such amendments have been mailed to each Board member at least fifteen
(15) days prior to the meeting at which the proposed amendments are
presented for adoption.

SECTION 15.2 - REVIEW OF BY-LAWS - The Board shall decide whether
to review the by-laws each year. If they so, determine to do so they will set
up the appropriate Committee.

a!
uy

alles [eal

DATE


File and source

File

gov.uscourts.gand.292218.563.2.pdf

Size

5,044,068 bytes

SHA-256

1c748737e6a927575b2e6f39f35f593c848679f042aef9be59a54fc73632fba6

Our copy

gov.uscourts.gand.292218.563.2.pdf

Original

PACER (login required)