BY-LAWS OF ICARE, INC.
Rev. July 2026
BYLAWS OF I CARE, INC.
Article I – NAME
The name of this corporation shall be I CARE, INC., as shown in the Articles of Incorporation filed in the office of the Secretary of State of Kansas.
Article II – OBJECTIVES AND PURPOSE
To provide emergency food, other support services and assistance as designated by the Board of Directors to persons in need residing south of 6th Street, east of Kansas Avenue to the county lines. Additionally, to supplement food as needed in the TEFAP Program serving all of Shawnee County.
Article III – CORPORATION
I CARE, INC. shall be operated as a 501c3 non-profit corporation for religious, educational, and charitable purposes. The structure shall consist of organizations, the Board of Directors, the Officers, and the Food Service Director.
Article IV – MEMBERSHIP
Membership in I CARE, INC. shall be limited to duly organized local religious bodies, civic and community organizations in the southeast Topeka/Shawnee County area. Such organizations located within I CARE, INC.’s service area can be considered for “Area Membership”. The area serviced by I CARE, INC. is as defined above in Article II. Organizations interested in joining I CARE, INC. may be nominated by existing organizations or by any representative on the Board of Directors, then elected for membership by a majority vote of the Board.
Each organization shall annually designate at least one person but no more than three persons as its representative or representatives to the Board of Directors. Such representative or representatives shall be designated by name to I CARE, INC. by the organization to fully represent the mind of and act in behalf of the organization in conducting all the business of I CARE, INC. Each organization shall have three votes regardless of size. Each representative shall have one vote if three representatives have been duly designated by the organization, one and one-half votes if two representatives are designated, and three votes if one representative is designated. A representative may vote by proxy but only through the other representatives of the same organization.
The Food Service Director is not a voting representative of the Board of Directors.
Each organization shall be expected to support the corporation by gifts in kind, monetary contributions, personnel, and other necessary ways as fully as possible
Failure to meet responsibilities described in these bylaws, and otherwise set forth by the Board of Directors, will be cause for expulsion of religious bodies, civic and community organizations from membership in the corporation after review by the Board of Directors.
Article V – SPONSORS
Sponsorship of I CARE, INC. shall be open to any community organization, person, or group interested in I CARE, INC. and I CARE, INC. service projects. Sponsors shall be supportive of I CARE, INC. through gifts in kind, monetary contributions, and/or services.
Article VI – BOARD OF DIRECTORS
The Board of Directors shall constitute the governing body of the corporation. Board members shall serve for a period of two years and may serve an unlimited number of terms.
Any vacancies on the Board of Directors shall be filled by the appropriate organization in accordance with Article IV of these bylaws.
The officers of the corporation shall be elected by the Board of Directors annually.
It is the responsibility of the Board of Directors to assure that the position of Food Service Director is filled.
Article VII – OFFICERS OF THE CORPORATION AND THEIR DUTIES
The officers of the corporation shall be the President, the Vice-President, the Secretary, and the Treasurer. No person shall hold more than one office at a time.
The term of office for each position shall be one year. The President shall present a proposed slate of officers to the Board in November of each year. Election of officers will be held annually in December. New officers will take their office starting January 1st each year.
Vacancies shall be filled by appointment of the executive committee.
These four elected officers specifically described above shall serve as directors of the corporation for legal purposes. These directors elected in accordance with these bylaws shall be considered as the directors and/or trustees of this corporation for all legal purposes invested with all legal authority granted to directors or trustees of the corporation by law, including the power and authority to sign documents and legal instruments on behalf of the corporation.
The President shall preside at all meetings of the corporation and shall be a member ex-officio of all committees.
The Vice-President shall discharge all of the duties of the President when the President is absent or is otherwise unable to perform such duties.
The Secretary shall make and keep the records and minutes of all meetings of the corporation, and shall preserve such records and shall make them available for inspection by any representative of any members.
The Treasurer shall have charge of and be responsible for all money and funds of every kind and nature over which the corporation has custody or control. The Treasurer, Food Services Director, and the
President shall be empowered to issue checks against the corporation; however, the President and Food Services Director shall refrain from issuing any checks so long as the Treasurer is available for the performance of his or her normal duties. The Treasurer shall make available all books and records to any Board member upon request. The Board of Directors shall direct an annual internal audit of the books and records to be performed as designated by the Board. The President, Food Services Director, and Treasurer shall be bonded for an amount determined annually by the Board.
Article VIII – COMMITTEES
The Executive Committee shall consist of the four officers of the corporation and the Food Service Director. They shall provide leadership and vision pertaining to all activities of the corporation as will further its defined purposes and as empowered by the Board of Directors.
A Standing Committee shall be created by the board as necessary to carry out the on-going services and ministries of I CARE, INC. Membership on a standing committee shall be open to any person interested in the work of that committee regardless of membership in the corporation. Duties of the committee, selection of membership to the committee, and tenure of office shall be determined by the Board of Directors.
When a specific need or concern affects the ministry of I CARE, INC., the President in consultation with the other Board members may appoint a Task Force to study and make recommendations for dealing with the problem at hand. The Task Force shall consist of those persons best suited to meet the specific need or concern in question and shall freely involve residents of the service area and other resource persons for the purpose of identifying the needs of the community, and responding by offering services consistent with the purposes of I CARE, INC.
Article IX – MEETINGS
Special meetings may be called by the President or by resolution of the Board of Directors upon five to ten days’ notice to all members.
The Board of Directors shall have at least six meetings during each calendar year at such time and location as selected by the Board. Notification of such meetings will be given at least ten days in advance of meeting date. A majority of the voting strength of the Board shall constitute a quorum for the transaction of all business before the Board. Time sensitive items can be communicated to the Board by email, telephone, or other expedient means for a vote between meetings. Voting must constitute a quorum as previously stated.
A board member who attends fewer than fifty percent of the regular meetings held each year may be declared inactive and the position he or she holds declared vacant. The appropriate organization shall be notified and asked to select a new Board member.
The Food Service Director shall attend regularly scheduled Board meetings.
Article X – AMENDMENTS
These bylaws may be altered or amended by the Board of Directors by a majority vote of all members of the Board of Directors. All amendments shall be mailed or emailed out to all members at least twenty days in advance of the date they shall be voted on.
Article XI – PARLIAMENTARY PROCEDURE
Roberts Rules of Order shall be the parliamentary guide for all business sessions.
Article XII – DISSOLUTION CLAUSE
Upon dissolution of I CARE, INC., all assets of the corporation remaining after all liabilities and obligations of the corporation have been paid, satisfied and discharged, will be transferred, conveyed, and distributed among member churches and/or organizations which are exempt under section 501(c)(3), or corresponding section of any future federal tax code.
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I CARE, INC. 2914 SE Michigan, Topeka, Kansas, 66605 Phone 785-267-5910
An Organization of Churches in Southeast Topeka