The name of this corporation shall be The House of UHS Foundation (hereinafter referred to as the "Corporation" or "Foundation"). The Corporation is organized as a nonprofit corporation under the applicable laws of the United States and the states in which it operates, and is recognized by the Internal Revenue Service as a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code.

The Corporation is organized exclusively for charitable, educational, and philanthropic purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to: providing community-based support services that promote unity, healing, and stability for individuals and families in need; offering programs that address educational access, basic needs, and pathways to self-sufficiency; building collaborative partnerships that strengthen communities throughout Virginia, North Carolina, and surrounding regions; and engaging in such other charitable activities as are consistent with the Corporation's mission and permitted under applicable law.

The mission of The House of UHS Foundation is to build stronger communities through Unity, Healing, and Support — meeting people where they are, restoring dignity through compassionate service, and creating lasting pathways to stability and hope. The Foundation serves as a bridge between resources and the people who need them most, honoring the inherent worth of every individual who walks through our door.

The Corporation is guided by three foundational values: Unity — bringing people and resources together across communities; Healing — restoring dignity, hope, and wholeness to those we serve; and Support — providing practical, sustained assistance that empowers individuals and families to move forward. These values shall inform every decision, program, and partnership undertaken by the Corporation and its Board of Directors.

The Board of Directors (hereinafter referred to as the "Board") is the governing body of the Corporation and shall be responsible for the overall direction, governance, and fiduciary oversight of the organization. The Board shall exercise all lawful powers necessary to advance the Corporation's mission, ensure financial integrity, and safeguard the public trust placed in the Foundation.

The Board shall consist of no fewer than five (5) and no more than eleven (11) directors. The exact number of directors shall be fixed from time to time by resolution of the Board. As a newly established organization, the initial Board shall begin with no fewer than five (5) directors and may expand as the Foundation grows.

Directors shall be individuals who demonstrate a commitment to the Corporation's mission, values, and communities served. Eligible directors shall possess personal or professional qualities that contribute to the effective governance of the Foundation, including but not limited to experience in nonprofit leadership, finance, law, education, social services, community engagement, or philanthropy. Directors need not be residents of Virginia or North Carolina but should demonstrate a meaningful connection to the communities the Corporation serves. The Board shall actively encourage diversity of professional expertise, lived experience, and community representation among its members, recognizing that a breadth of perspectives strengthens governance and deepens the Corporation's ability to serve its communities faithfully.

The responsibilities of the Board shall include, but are not limited to:

1. Defining and stewarding the Corporation's mission, vision, and strategic direction;
2. Approving the annual budget and ensuring sound financial management and oversight;
3. Ensuring compliance with all applicable local, state, and federal laws and regulations;
4. Providing oversight of programs, services, and organizational performance;
5. Serving as ambassadors and advocates for the Corporation within the broader community;
6. Participating in fundraising and resource development activities on behalf of the Foundation;
7. Selecting, supporting, and evaluating the performance of the Executive Director or chief executive officer, if and when such a position is established;
8. Approving major organizational policies, including the Conflict of Interest Policy, financial policies, and governance procedures; and
9. Regularly reviewing and evaluating the Corporation's impact, effectiveness, and alignment with its stated mission.

Directors shall serve terms of three (3) years. Terms shall be staggered so that approximately one-third (⅓) of the Board's terms expire each year, ensuring continuity of institutional knowledge. A director may serve no more than two (2) consecutive full terms, after which a minimum one (1) year absence from the Board is required before becoming eligible for re-election, unless the Board votes by a two-thirds (⅔) majority to waive the required break and permit the director to serve an additional consecutive term. The initial Board may adopt modified term schedules to establish staggered terms.

Directors shall be elected by a majority vote of the Board at a duly held meeting. The Governance Committee, or the Board acting in its absence, shall present qualified candidates for consideration. Election to the Board constitutes acceptance of the director's duties, the Corporation's Conflict of Interest Policy, and these bylaws.

Vacancies on the Board, however caused, may be filled by a majority vote of the remaining directors at any regular or special meeting. A director elected to fill a vacancy shall serve the remainder of the unexpired term. If the number of directors falls below the minimum of three (3), the remaining directors shall promptly act to fill the vacancy to restore compliance with these bylaws.

A director may be removed from the Board, with or without cause, by a two-thirds (⅔) vote of the directors then in office. A director who fails to attend three (3) consecutive regular meetings without good cause may be subject to removal upon review by the Board.

A director may resign at any time by delivering written notice to the Chair or Secretary. Such resignation shall be effective upon receipt or at a later time specified in the notice.

The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer. Any two (2) offices may be held by the same person, except that the offices of Chair and Secretary shall not be held by the same person. Officers shall be elected by the Board from among its members and shall serve at the pleasure of the Board.

Officers shall be elected by a majority vote of the Board at the annual meeting and shall serve terms of one (1) year or until their successors are duly elected. An officer may serve no more than three (3) consecutive one-year terms in the same office.

The Chair shall preside at all meetings of the Board, serve as the principal volunteer leader of the Corporation, and act as the primary representative of the Board in matters of governance and external relations. The Chair shall set the agenda for Board meetings in consultation with the Secretary and other officers, appoint committee chairs subject to Board confirmation, and perform such other duties as are customary to the office or as directed by the Board.

The Vice Chair shall assist the Chair in the performance of their duties and shall preside at meetings of the Board in the absence of the Chair. The Vice Chair shall succeed to the office of Chair if that office becomes vacant. The Vice Chair shall also oversee the Corporation's strategic planning process and perform such other duties as assigned by the Chair or the Board.

The Secretary shall be responsible for maintaining the official records of the Corporation, including minutes of all Board and committee meetings, the roster of directors and officers, and such other corporate records as required by law. The Secretary shall ensure that notices of meetings are properly given, maintain the Corporation's governance documents, and perform such other duties as are customary to the office or as assigned by the Chair or the Board.

The Treasurer shall serve as the chief financial officer of the Board and shall oversee the financial affairs of the Corporation. The Treasurer shall ensure that accurate financial records are maintained, that financial reports are presented to the Board at regular intervals, that the annual budget is developed and presented for Board approval, and that the Corporation's financial practices comply with applicable law and generally accepted accounting principles. The Treasurer shall chair the Finance Committee and perform such other duties as are customary to the office or as assigned by the Chair or the Board.

An officer may be removed from their office, with or without cause, by a two-thirds (⅔) vote of the directors then in office. Removal from office shall not constitute removal from the Board unless so specified.

The Board shall hold an annual meeting each calendar year for the purpose of electing officers, reviewing the annual budget, reviewing the Corporation's strategic direction, and transacting such other business as may properly come before the Board. The annual meeting shall be held at a time and place determined by the Board.

The Board shall hold no fewer than four (4) regular meetings per calendar year, approximately quarterly, at dates and times established by the Board. Regular meetings may be held in person, virtually, or in a hybrid format as determined by the Board.

Special meetings of the Board may be called by the Chair, the Vice Chair, or by any three (3) directors submitting a written request to the Secretary. Special meetings shall be held at a time and place designated by the person calling the meeting, and the purpose of the meeting shall be stated in the notice.

Meetings of the Board may be conducted in whole or in part by means of electronic communication technology, including video conferencing and telephonic participation, through which all participants can simultaneously communicate with each other. Participation in a virtual meeting shall constitute presence in person at that meeting for all purposes under these bylaws.

Notice of all Board meetings, including the time, date, and location, shall be given to each director no fewer than seven (7) days in advance for regular meetings and no fewer than forty-eight (48) hours in advance for special meetings. Notice may be delivered by email, mail, or other electronic means. Attendance at a meeting by a director shall constitute waiver of notice unless the director objects at the beginning of the meeting.

A quorum for the transaction of business shall consist of a majority of the directors then in office. If a quorum is present, a majority of the directors present may take action unless a higher threshold is specified in these bylaws. Once a quorum is established, the withdrawal of directors reducing the number below a quorum shall not prevent the continuance of action on matters already before the Board.

Each director shall have one (1) vote. Voting shall be conducted by voice vote, show of hands, or electronic ballot. Proxy voting shall not be permitted. The Chair shall vote only in the case of a tie or when their vote would affect the outcome. A majority vote of directors present at a duly noticed meeting at which a quorum exists shall be the act of the Board, unless a greater vote is required by these bylaws or by law.

Any action that may be taken at a Board meeting may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all directors. Written consent may be delivered electronically. The signed consent shall be filed with the minutes of the Board's proceedings.

The Corporation shall maintain the following standing committees, each composed of at least three (3) directors appointed by the Chair and confirmed by the Board. Committees shall operate under written charters approved by the Board and shall report their activities and recommendations at regular Board meetings.

The Executive Committee shall consist of the Chair, Vice Chair, Secretary, and Treasurer. The Executive Committee is empowered to act on behalf of the Board between regular meetings on matters requiring timely attention, provided that all such actions shall be reported to the full Board at its next regular meeting. The Executive Committee shall not have authority to amend the bylaws, elect or remove directors or officers, approve the annual budget, or take any action prohibited by law or these bylaws from being delegated.

The Finance Committee, chaired by the Treasurer, shall oversee the Corporation's financial planning, budgeting, and reporting processes. The committee shall review the annual budget prior to Board approval, monitor financial performance throughout the year, ensure the integrity of financial records and internal controls, oversee any audit or financial review, and recommend financial policies and procedures to the Board.

The Governance Committee shall be responsible for maintaining the quality and effectiveness of the Board. The committee shall identify and recruit prospective directors, conduct board self-assessments, recommend governance policies and improvements, oversee director orientation and ongoing education, and ensure that the Corporation's governance documents, including these bylaws, remain current and aligned with best practices.

The Fundraising Committee shall provide leadership and oversight for the Corporation's resource development activities. The committee shall develop and recommend fundraising strategies, cultivate relationships with donors and institutional funders, oversee grant-seeking efforts, and ensure that fundraising activities align with the Corporation's mission, values, and ethical standards. As the Foundation grows, this committee shall play a central role in building sustainable funding for programs and operations.

The Board may establish ad hoc committees for specific purposes and durations as deemed necessary. Ad hoc committees shall have only those powers specifically granted by the Board and shall dissolve upon completion of their assigned purpose unless otherwise extended by Board action.

The Corporation shall maintain a comprehensive Conflict of Interest Policy, adopted by the Board, that governs the conduct of all directors, officers, and key personnel. The policy shall be reviewed annually and reaffirmed by each director upon election and annually thereafter through written disclosure.

Each director, officer, and key employee shall disclose in writing any actual or potential conflict of interest, including any financial interest, business relationship, or familial connection that could influence the exercise of their duties to the Corporation. Disclosures shall be made upon election, annually, and promptly upon the emergence of any new conflict.

Any director or officer with a conflict of interest regarding a matter before the Board shall promptly disclose the conflict, recuse themselves from discussion and deliberation, and abstain from voting on the matter. The recusal shall be recorded in the meeting minutes.

No part of the Corporation's net earnings shall inure to the benefit of, or be distributable to, any director, officer, or other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments in furtherance of its charitable purposes.

The Board recognizes its sacred responsibility as stewards of the resources entrusted to the Corporation by donors, grantors, and the public. The Board shall exercise faithful oversight to ensure that all funds are used in alignment with donor intent, the Corporation's mission, and the highest standards of fiscal integrity. The Foundation's stewardship commitment shall reflect its founding values of Unity, Healing, and Support.

The Treasurer, in consultation with the Finance Committee and any executive staff, shall develop an annual operating budget for review and approval by the Board prior to the start of each fiscal year. The budget shall reflect the Corporation's strategic priorities, programmatic commitments, and operational needs. Material deviations from the approved budget shall be reported to the Board and require Board approval.

The Corporation shall maintain complete and accurate books and records of account in accordance with generally accepted accounting principles (GAAP). Financial records shall be maintained for a minimum of seven (7) years or such longer period as required by law. The Board shall ensure that appropriate internal controls are in place to safeguard the Corporation's assets.

The Treasurer shall present financial reports to the Board at each regular meeting, including a statement of financial position, statement of activities, and budget-to-actual comparison. An annual financial report shall be presented to the Board following the close of each fiscal year.

As the Corporation's annual revenues grow, the Board shall engage an independent certified public accountant to conduct an annual audit or financial review in accordance with applicable state and federal requirements. The audit or review report shall be presented to the Board, and any findings or recommendations shall be addressed by the Finance Committee.

The Board shall approve all expenditures, contracts, or financial commitments exceeding a threshold established by Board resolution. The Chair, Treasurer, or designated officer may approve expenditures within delegated limits as specified in the Corporation's financial policies. No director or officer shall authorize expenditures beyond their delegated authority.

The fiscal year of the Corporation shall be the calendar year, January 1 through December 31, unless otherwise established by Board resolution.

These bylaws may be amended, repealed, or replaced, in whole or in part, by a two-thirds (⅔) vote of the directors then in office at any duly noticed regular or special meeting, provided that the proposed amendment has been submitted in writing to all directors no fewer than fourteen (14) days prior to the meeting at which the vote is to be taken.

The Governance Committee shall conduct a comprehensive review of these bylaws no less frequently than every three (3) years and shall recommend amendments to the Board as necessary to ensure continued compliance with applicable law, alignment with best governance practices, and faithful advancement of the Corporation's mission.

No amendment shall be adopted that would cause the Corporation to lose its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or that would conflict with the Corporation's Articles of Incorporation. All amendments shall be filed with the corporate records and made available to the Board.

Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all remaining 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 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.

Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

In no event shall any remaining asset of the Corporation, upon dissolution, inure to the benefit of, or be distributable to, any director, officer, member, or other private individual.