BYLAWS OF SOUP ANGELS

A Texas Nonprofit Corporation

 

ARTICLE I — NAME & PURPOSE

Section 1. Name

The name of the organization is Soup Angels (the “Corporation”).

Section 2. Purpose

Soup Angels is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The mission of Soup Angels is to nourish the community through food assistance, outreach, and programs that support individuals and families in need, promoting dignity, connection, and well‑being.

Section 3. Nonprofit Status

Soup Angels shall operate as a nonprofit corporation under the laws of the State of Texas. No part of the net earnings shall benefit any private individual.

 

ARTICLE II — BOARD OF DIRECTORS

Section 1. Authority & Responsibility

The Board of Directors (“Board”) is the governing body of Soup Angels and is responsible for overall policy, financial oversight, and strategic direction.

Section 2. Number of Directors

The Board shall consist of no fewer than three (3) directors.

Section 3. Terms

Directors shall serve two‑year terms and may be re‑elected without term limits.

Section 4. Election of Directors

Directors are elected by majority vote of the existing Board at the annual meeting.

Section 5. Removal & Vacancies

A director may be removed by a two‑thirds vote of the Board. Vacancies may be filled by majority vote.

Section 6. Compensation

Directors shall not receive compensation for their service. Reasonable reimbursement for expenses is permitted.

 

ARTICLE III — OFFICERS

Section 1. Officers

The officers of the Corporation shall include:

• President

• Vice President

• Secretary

• Treasurer

One person may hold more than one office except President and Secretary.

Section 2. Duties

President

• Provides leadership and oversight

• Presides over meetings

• Represents the organization publicly

Vice President

• Assists the President

• Acts in the President’s absence

Secretary

• Maintains records and minutes

• Oversees official documents

Treasurer

• Oversees financial records

• Prepares financial reports

• Ensures proper stewardship of funds

Section 3. Election & Terms

Officers are elected annually by the Board.

 

ARTICLE IV — MEETINGS

Section 1. Regular Meetings

The Board shall meet at least four (4) times per year.

Section 2. Annual Meeting

The annual meeting shall include:

• Election of directors

• Election of officers

• Review of financials

• Adoption of major policies

Section 3. Special Meetings

May be called by the President or any two directors.

Section 4. Notice

At least seven (7) days’ notice shall be given for regular meetings.

Section 5. Quorum

A majority of directors constitutes a quorum.

Section 6. Voting

Decisions are made by majority vote unless otherwise stated.

 

ARTICLE V — COMMITTEES

The Board may establish committees as needed, including but not limited to:

• Finance

• Outreach

• Fundraising

• Governance

Committee chairs shall be appointed by the President with Board approval.

 

ARTICLE VI — FINANCIAL ADMINISTRATION

Section 1. Fiscal Year

The fiscal year shall be January 1 – December 31.

Section 2. Checks & Disbursements

All disbursements shall be approved by the Treasurer and one additional officer.

Section 3. Records

Accurate financial records shall be maintained and made available to the Board.

 

ARTICLE VII — CONFLICT OF INTEREST

The Board shall adopt and maintain a Conflict of Interest Policy consistent with IRS requirements.
Any director with a conflict must disclose it and abstain from voting.

 

ARTICLE VIII — NONDISCRIMINATION

Soup Angels shall not discriminate on the basis of race, color, religion, gender, sexual orientation, age, disability, national origin, or any other protected status.

 

ARTICLE IX — AMENDMENTS

These bylaws may be amended by a two‑thirds vote of the Board at any regular or special meeting, provided notice of the proposed amendment is given at least seven (7) days in advance.

 

ARTICLE X — DISSOLUTION

Upon dissolution of Soup Angels, all assets shall be distributed exclusively for charitable purposes to one or more organizations that qualify under Section 501(c)(3) of the Internal Revenue Code.
No assets shall benefit any private individual.