ARTICLE I: NAME AND PURPOSE

1. Name:
The name of the organization shall be GioMarcel (hereinafter referred to as “the Foundation”).

2. Purpose:
The purpose of this Foundation is to promote mental health awareness, suicide prevention, and overall wellness, particularly through advocacy for the 988 Suicide Prevention Hotline. The Foundation shall also engage in providing grants to individuals for basic living expenses (e.g., rent, utilities, food) to help alleviate financial stress and improve mental well-being.

In addition, the Foundation shall provide financial assistance for educational expenses, including tuition, books, and other school-related costs, to help prevent students from dropping out due to financial hardship. Education is a key factor in long-term stability and mental wellness, and by reducing financial barriers, the Foundation aims to support individuals in achieving their academic and professional goals.

The Foundation shall also support individuals struggling with substance abuse by connecting them with recovery resources, treatment programs, and financial assistance when necessary. Recognizing that addiction is a major contributor to mental health challenges, the Foundation is committed to promoting access to care and support for those seeking recovery.

The Foundation is a 501(c)(3) nonprofit organization.

ARTICLE II: OFFICES

1. Principal Office:
   The principal office of the Foundation shall be located at [insert address].

2. Other Offices:
   The Foundation may have other offices as determined by the Board of Directors.

ARTICLE III: MEMBERSHIP

1. The Foundation shall not have members.

ARTICLE IV: BOARD OF DIRECTORS

1. General Powers:
   The business and affairs of the Foundation shall be managed by the Board of Directors. The Board has the power to make decisions, set policy, and provide oversight for the Foundation’s activities.

2. Number of Directors:
   The Board of Directors shall consist of no fewer than three (3) members and no more than eleven (11) members. The number of Directors shall be determined by a majority vote of the Board.

3. Election and Term of Office:
   Directors shall be elected by the Board at the annual meeting, for a term of three (3) years. No director shall serve more than two consecutive terms.

4. Vacancy:
   Any vacancy occurring in the Board shall be filled by a vote of the remaining Directors. A Director appointed to fill a vacancy shall serve the remainder of the unexpired term.

5. Board Meetings:
   The Board shall meet at least quarterly and may call special meetings as needed. All Board meetings must be held in accordance with applicable laws, and proper notice must be given to all Directors.

ARTICLE V: OFFICERS

1. Officers of the Foundation:
   The officers of the Foundation shall include a President, Chief Executive Officer (CEO), Treasurer, and Secretary. The roles of President and CEO may be held by the same individual, as outlined in these bylaws.

2. Appointment:
   The President and CEO, Treasurer, and Secretary shall be elected by the Board of Directors. The President/CEO may appoint other officers as necessary to fulfill the Foundation’s duties.

3. Term of Office:
   The officers shall serve for a term of one (1) year, unless removed by a majority vote of the Board.

4. Duties of Officers:

   • President/CEO: Oversees day-to-day operations, strategic direction, fundraising, and program implementation. Reports directly to the Board of Directors.
   • Treasurer: Manages financial operations, maintains financial records, oversees donations, and prepares financial reports.
   • Secretary: Records meeting minutes, manages correspondence, and maintains important documents.

ARTICLE VI: PRESIDENT/CEO AND REMOVAL

1. Role and Authority:
   The President and CEO shall oversee and manage the daily operations, strategic planning, fundraising, and execution of the Foundation’s mission.

2. Term:
   The President/CEO shall serve an indefinite term, unless removed as outlined in these bylaws.

3. Removal of President/CEO:

   • The President/CEO may only be removed by voluntary resignation or by a supermajority vote (at least 100%) of the Board of Directors.
   • Removal requires a formal written notice with reasons for the removal, and the President/CEO must be given an opportunity to respond.

ARTICLE VII: COMMITTEES

1. Executive Committee:
   The Board may create an Executive Committee, consisting of the President/CEO and at least two other Directors.

2. Other Committees:
   The Board may create other committees as necessary to fulfill the Foundation’s work.

ARTICLE VIII: FINANCES

1. Fiscal Year:
   The fiscal year of the Foundation shall be from January 1 to December 31.

2. Financial Reports:
   The Treasurer shall prepare and submit regular financial reports to the Board.

3. Audit:
   The Foundation shall undergo an annual independent audit.

4. Prohibited Activities:
   The Foundation shall not engage in any activity that would disqualify it from 501(c)(3) tax-exempt status.

ARTICLE IX: AMENDMENTS

1. Amendments to Bylaws:
   These bylaws may be amended, repealed, or replaced by a two-thirds majority vote of the Board of Directors.

ARTICLE X: INDEMNIFICATION

1. Indemnification:
   To the fullest extent permitted by law, the Foundation shall indemnify its Directors, officers, employees, and agents against any liability, provided they acted in good faith.

ARTICLE XI: DISSOLUTION

1. Dissolution:
   In the event of dissolution, the Foundation’s assets shall be distributed to nonprofit organizations that share a similar mission and qualify under Section 501(c)(3) of the Internal Revenue Code.