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OASIS Food Pantry and Thrift Store
1812 Boone's Lick Road, St. Charles, MO 63301 Tel. 636-723-0037
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ByLaws

Article I
Name and Incorporation

The name of this organization shall be Outreach Assistance Serving Individuals in St. Charles County, Inc. In the following articles, the acronym OASIS shall be used to refer to Outreach Assistance Serving Individuals in St. Charles County.

Article II
Purpose

Our God has called us to offer our lives in service to each other. One example of loving service to others is the care and feeding of the poor and hungry. This is the ministry which we intend to provide.

OASIS will operate an ecumenical food pantry as an independent, not-for-profit corporation to serve those who need food assistance in St. Charles County. Assistance will be provided both to county residents and transients. This pantry will operate with assistance from individuals and organizations contributing both food and monies. In addition, events for the purpose of raising funds or food donations may be conducted by OASIS. These may include, but are not limited to, garage sales, operation of a thrift shop, etc. Any special events will be proposed and approved by the Board.

The corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.

Article III
Membership

Membership in OASIS shall be open to individuals, churches, and organizations that identify with the purposes of the corporation and pledge to support the ministry. Additional members from outside St. Charles County may be authorized by the Board of Directors whenever the prospective member pledges support for the purpose of OASIS as defined in Article II.

Members shall be expected to honor the rights of clients concerning matters of religious preference, and no proselytizing shall be allowed. The distribution of religious material shall be prohibited except with the consent of the OASIS Board of Directors.

Membership in OASIS shall also be governed by the Articles of Incorporation of a General Not-For-Profit Corporation, by the State of Missouri.

Article IV
Board of Directors

Section 1. The Board of Directors shall be composed of representatives of member churches and organizations (henceforth referred to as Member Groups) plus one member at large.

Section 2. Each Member Group shall be allowed a minimum of one (1) voting Board Seat and a maximum of two (2) voting Board Seats per Board Year. Member Groups shall determine their own Board Representatives. Member at Large to be appointed by the Executive Committee with majority approval of the Board of Directors in attendance at the board meeting where the nomination takes place.

Section 3. Board Members shall be eligible to serve two (2) consecutive three (3) year terms, which will be established on a rotating basis. Board Members may be extended beyond a second term with the majority approval of the Board of Directors in attendance at the meeting where this proposal takes place.

Section 4. If a Board Member does not attend at least one (1) meeting per quarter, the Board shall have the authority to require the resignation of said Board Member.

Section 5. Unexpired terms of Board Members shall be filled by the Member Group. They will select a replacement and notify the director.

Section 6. The Board shall elect from its membership a Director, Assistant Director, Secretary, and Treasurer. (Henceforth referred to as the Executive Committee) The Executive Committee seats shall be independent of the Board membership for Member Groups.

Section 7. Elections shall be held at the April Board Meeting each year.

Section 8. The Board shall meet monthly in regular meetings. Special meetings may be called by the Director or by any two (2) Board Members.

Section 9. The Board shall be charged with implementing procedures and policies that will further the work of OASIS in accordance with the stated purposes in Article II of these Bylaws.

Section 10. A quorum for Board Meetings shall be the Member Groups that are present at the Board Meeting.

Section 11. The parliamentary procedures at meetings of the Board shall be in accordance with Roberts Rules of Order, current edition, in the absence of specific provisions of the Charter of Bylaws or specific direction of the Board.

Article V
Executive Committee

Section 1. The officers of the Corporation, henceforth referred to as the Executive Committee, and must be Board Members. The Executive Committee shall consist of the Director, Assistant Director, Secretary, and Treasurer. These officers shall be elected by a majority vote of the Board of Directors at the regular April meeting each year. Executive Committee members are elected for one year terms and may be re-elected to two (2) additional consecutive terms. Executive Committee Members may be extended beyond a third one-year term with the majority approval of the Board of Directors in attendance at the meeting where this proposal takes place.

Section 2. The Director shall preside at all Board meetings, and shall by virtue of the office, be an ex-officio member of all committees.

Section 3. The Assistant Director shall perform the duties of the Director in the absence of the Director. The Assistant Director shall also act as the liaison between the Board of Directors and sub-committees formed for the purpose of conducting OASIS business.

Section 4. The Secretary shall record upon the books of the corporation the proceedings of respective meetings. The Secretary shall present at the Annual Meeting the minutes from the previous Annual Meeting.

Section 5. The Treasurer shall be subject to such conditions and restrictions that may be made by the Board. The Treasurer shall have the care and custody of all funds and securities of the corporation in such bank or banks as the Board may elect, and shall disburse said funds and securities pursuant to the orders of the Board. The Treasurer, or any person or persons duly authorized by the Board shall have the power to make, sign and endorse and accept for and on behalf and in the name of the corporation, drafts and checks in the regular course of business. Purchases greater than $500 should first be approved at a board meeting. If an expense greater than $500 is considered an emergency (e.g. appliance or utility repair), at least three board members shall approve expenditure and expense should be fully disclosed at the following board meeting.

All bank accounts for the organization shall carry signature cards containing the signatures of the Executive Committee and any other persons that have been authorized by the Board to write drafts or checks for the OASIS account.

The Treasurer shall prepare and present, in writing, at each Board Meeting, a Treasurers Report, including but not limited to:

A detailed accounting of Income and Expenses

A reporting of current cash balances

All accounts shall be audited at least once per year and this written report shall be submitted to all Board Members. Audit tellers shall be appointed by the Board, and shall number two (2).

Article VI
Committees

Section 1. The Board shall create standing committees and/or special committees as are deemed necessary for successful operation of OASIS.

Section 2. The Board shall define the duties of all standing and special committees.

Section 3. The members of all standing and special committees shall be appointed by the Director with the approval of the majority of the Board. Standing committee members shall serve one year terms, and are eligible for re-appointment to two additional one (1) year terms. Special committee members will serve until the completion of their specific task.

Section 4. Chairpersons of all committees shall be members of the Board or their designees.

Article VII
Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

Article VIII
Annual Meeting

The Annual Meeting will be conducted no later than 90 days after the close of the preceding fiscal year. The Annual Meeting will be announced to all organization members, in writing, no later than 30 days preceding the date of the Annual Meeting. The Annual Meeting may be held during the February board meeting.

Article IX
Bylaw Changes

Amendments to or changes in these Bylaws may be adopted at any meeting of the Board, provided that the proposed amendment or change has been presented at least two (w) weeks prior to the meeting at which voting is to take place, and is passed by 2/3 majority vote of those present and voting.

Article X
Dissolution

Upon the dissolution of the corporation, the Board shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future Unites States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article XI
Conflict of Interest

No Board Member while in office may receive compensation for services rendered to the Board, or direct commissions of any kind from the Corporation. No part of any monies of OASIS may be used for the benefit of any Board Member.

Approved by the Board of Directors 6/11/90
Approved by the Board of Directors 11/4/91
Approved by the Board of Directors 08/02/05


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