Why Purple?

There are more than 100 types of cancer that can occur in the human body.
Typically the type of cancer is named for the organs or tissues where the cancer forms.
Purple is often used to represent all cancers.
And our mission is to support people fighting cancer of any kind.

Our Values

We are deep in a shallow world.
We are constant in a changing world.
We are spiritual in a material world.
We are patient in an instant world.
We are confident in an uncertain world.
We are hopeful in a desperate world.
We are fighters in our world.
And we are in your corner.

Our Bylaws

BYLAWS OF SHORE UP
The name of the organization is Shore Up. The organization is formed in accordance with the Nonprofit Corporation Law of Missouri, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following: We exist to support people in their fight against cancer. The organization is organized exclusively for purposes of pursuant to section 501(c)(3) of the Internal Revenue Code. 

ARTICLE I MEETINGS 
Section 1. Annual Meetings. 
An annual meeting shall be held once each calendar year for the purpose of electing Officers and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
Section 2. Special Meetings. 
Special meetings may be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. 
Section 3. Notice. 
Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, as well as the option to join by means of the internet or other electronic communications technology, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed or emailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited. 
Section 4. Place of Meeting. 
Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting. 
Section 5. Quorum. 
A majority of the Directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the Directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The Directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some Directors results in representation of less than a quorum. 
Section 6. Informal Action. 
Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is approved by the Directors with respect to the subject matter of the vote. 

ARTICLE II 
Section 1. Number of Directors. 
The organization shall be managed by a Board of Directors consisting of no fewer than five (5) members and no more than nine (9). 
Section 2. Election and Term of Office. 
In order to become a candidate for a seat on the Board of Directors the candidate will be required to attend one Board of Directors meeting, including Special Meetings called for such purpose as to qualify a candidate, submit a Board Member Application, and volunteer in some capacity. Board candidates shall be approved by a majority vote of the existing Board of Directors. Each Director shall serve a term of two (2) years, or until a successor has been elected and qualified. The term is defined by the date of the Director’s first official board meeting, which is the next regularly scheduled meeting following the board resolution to approve his or her membership. Any Director whose term is about to expire may elect to succeed themselves, with a majority vote from the board. Notwithstanding the foregoing, there will be no limit to the number of terms each director may serve. The initial board members (2022) have the authority to alternate service terms as they see fit to maintain an experienced sitting board. 
Section 3. Quorum. 
A majority of Directors shall constitute a quorum. 
Section 4. Adverse Interest. 
In the determination of a quorum of the Directors, or in voting, the disclosed adverse interest of a Director shall not disqualify the Director or invalidate his or her vote. 
Section 5. Regular Meeting. 
The Board of Directors shall meet no less than once per quarter for the purpose of electing its new Directors and Officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. 
Special meetings may be requested by the President, Secretary, or any two Directors by providing five days' written notice by email to the address on file, ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. 
Section 7. Procedures. 
The vote of a majority of the Directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A Director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board of Directors shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. 
Any action required to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors or of a committee of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the Directors or all of the members of the committee of Directors, as the case may be. 
Section 9. Removal / Vacancies. 
A Director shall be subject to removal, with or without cause, at a meeting called for that purpose, by majority vote of the Board of Directors. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining Directors. A Director may resign from the Board of Directors at any time by giving written notice to the President. Such resignation shall be effective upon its acceptance by the Board of Directors.  A Director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and approved by majority vote of the Directors.
Section 10. Committees. 
To the extent permitted by law, the Board of Directors may appoint, by majority vote, from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees. Certain committees may consist of persons who are not members of the Board and shall act in an advisory capacity to the Board of Directors. Meetings and actions by committees shall be governed by, noticed, and held in accordance with provisions of these bylaws. The Board of Directors may adopt rules and regulations pertaining to the conduct of the meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these bylaws.
Section 11. Board of Director Expectations. 
Meeting Attendance- Board of Director members will be expected to attend and actively participate in regular, special, and committee meetings. Arriving at board meetings being fully prepared to participate and make decisions in order to further carryout the mission of the organization. The Board of Directors should be informed about the organization's mission, services, policies, and programs. Any excused absences or attendance via technology must be approved by the President 24 hours prior to the meeting. Upon two (2) unexcused absences in any twelve-month period a Director is automatically removed from the Board. Upon request from removed member, the Board of Directors may vote to reinstate the Director.
Participation- The Board of Directors will be expected to participate in functions,  special events, and fundraising activities through volunteering, sponsorships, and donation procurement.
Recruit New Board Members- The Board of Directors will be responsible for recruiting new board members in partnership with the nonprofit's Executive Director. Once new members are identified and recruited, board members are responsible for orienting the new members. Periodically, the board should conduct a self-assessment to evaluate their performance and identify areas in which the board may be able to be more effective.
Community Connections- The Board of Directors will be expected to participate in helping to identify personal and professional connections that can be utilized to benefit the organization’s mission, reputation, and fundraising goals. The Board of Directors, along with the Executive Director, are also responsible for marketing the organization to the community in order to leverage opportunities to boost the nonprofit outreach capability through personal networks and expanding the organization’s donor base.
Financial Contributor- Each Board of Director will be expected to be an active financial contributor through personal and/or professional donations to the organization. 
Provide Financial Oversight- Each Board of Director must read and understand the nonprofit’s financial reports, reviewing budgets and any major financial decision. 
Organizational and Strategic Planning- The Board of Directors, alongside the Executive Director, is responsible for creating a strategic plan to identify long and short-term goals and working toward achieving them.
The Board of Directors shall have full authority to govern the affairs of Shore Up. Governance responsibilities include, but are not limited to:Monitor, evaluate and develop policies to ensure effective operation of Shore UpElection and removal of the Board of Directors and Officers of Shore UpSelection, appointment, support, supervision, and termination of the Executive DirectorPerforming other functions required for the effective operation of Shore Up

ARTICLE III OFFICERS 
Section 1. Number of Officers. 
The officers of the organization shall be a President, a Treasurer, and a Secretary. Two (2) or more offices may be held by one (1) person. 
President. The President shall be the chairman of the board and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. The President will ensure the Board of Directors fulfills its governance responsibilities, conducts board business effectively and efficiently, and is accountable for overall Board performance. To achieve these requirements, the President leads meetings of the Board of Directors, serves as an ex-officio member of the board committees, submits various reports to the Board of Directors and to stakeholders, and performs other duties as needed. The presidency is not a voting position except in the event of a tie. The President shall meet with the Executive Director prior each regular meeting to discuss the meeting agenda and any business pertaining to the organization.
Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the Directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings. The Secretary shall also work with the Executive Director and Board of Directors to establish dates for meetings. The Secretary may have other duties as assigned by the Board of Directors.
Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each regular meeting of the Board of Directors and Executive Committee. The Board of Director’s Treasurer is also responsible for maintaining and reconciling accounts associated with the organization, and providing records as required for timely completion of the annual audit, and completion of the annual tax filings.
Section 2. Election and Term of Office. 
The officers shall be elected annually by the Board of Directors at the last Regular Meeting of the Board of Directors in a calendar year. Each officer shall serve a one (1) year term or until a successor has been elected and qualified. 
Section 3. Removal or Vacancy. 
The Board of Directors shall have the power to remove an Officer or agent of the organization, with or without cause, at a meeting called for that purpose, by majority vote of the Board of Directors. Any vacancy that occurs for any reason may be filled by majority vote by the Board of Directors. An Officer may resign from the office at any time by given written notice to the Board of Directors. Such resignation shall be effective immediately or upon its acceptance by the Board of Directors. An Officer elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and approved by majority vote of the Directors. 

ARTICLE IV CORPORATE SEAL, EXECUTION OF INSTRUMENTS 
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors. 

ARTICLE V AMENDMENT TO BYLAWS 
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting. 

ARTICLE VI INDEMNIFICATION 
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights). 

ARTICLE VII DISSOLUTION 
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors. 

ARTICLE VIII – FINANCIAL 
Section 1. Custodian of Securities.
The Board of Directors may from time to time appoint one or more banks or trust companies to act for reasonable compensation as custodian of all securities and other valuables owned by Shore Up, and to exercise in respect thereof such powers as may be conferred by resolution of the Board of Directors. The Board of Directors may remove any such custodian at any time. 
Section 2. Audit.
An annual audit of the books of account and financial records of Shore Up may be required by the Board of Directors, by majority vote, to be performed by an independent accounting firm. 
Section 3. Loans.
Shore Up shall not make any loan to any Officer, Director, or member. 
Section 4. Fiscal Year.The fiscal year of Shore Up will be established by the Board of Directors. Section 5. Money Handling Procedures.The Executive Director, President, and Treasurer have full banking authority.

ARTICLE IX ADVISORS
Section 1. Number of Advisors. 
The organization shall consider and allow for any number of advisors less than nine (9).
Section 2. Application, Term and Role. 
In order to become an Advisor the candidate must complete and submit an Advisor Application Form to a sitting Board Member, or the Executive Director. The application shall be distributed and reviewed by all Board Members and the Executive Director, at a regular meeting, or via email for consideration and vote by the Board. Advisor candidates shall be approved by a majority vote of the existing Board of Directors. 
Each Advisor shall serve a term of one (1) year, or until a successor has been elected and qualified. The term is defined by the date of the Advisor’s first official board meeting, which is the next regularly scheduled meeting following the board resolution to approve his or her application. Any Advisor whose term is about to expire may be elected to another term, with a majority vote from the board. Advisors will not have voting rights and will only be allowed to attend meetings in which the Board has extended an invitation. Notwithstanding the foregoing, there will be no limit to the number of terms each Advisor may serve. The initial board members (2022) have the authority to retain the current service terms of present Advisors.
The role of an Advisor is to provide perspective, recommendations offered as a guide of conduct, or communication as to an appropriate course of action to take as an organization.
Section 3. Removal / Vacancies. 
An Advisor shall be subject to removal, with or without cause, at a meeting called for that purpose, by majority vote of the Board of Directors. Any vacancy that occurs of an Advisor, whether by death, resignation, removal or any other cause, may or may not be fill at the discretion of the Board. An Advisor may resign from his or her role at any time by giving written notice to the President. Such resignation shall be effective upon its acceptance by the Board of Directors. 
Section 4. Advisor Expectations. 
Meeting Attendance- Advisors will be expected to attend and actively participate in any meeting he or she are invited to attend by the Board of Directors. Arriving at board meetings being fully prepared to participate and make decisions in order to further carryout the mission of the organization. The Advisor should be informed about the organization's mission, services, policies, and programs. Any excused absences or attendance via technology must be approved by the President 24 hours prior to the meeting. Upon two (2) unexcused absences in any twelve-month period an Advisor is automatically removed from the Board. Upon request from removed Advisor, the Board of Directors may vote to reinstate the Advisor.
Participation- An Advisor will be encouraged to participate in functions,  special events, and fundraising activities through volunteering, sponsorships, and donation procurement.
Recruit New Advisors- The Board of Directors will be responsible for recruiting new Advisors in partnership with the nonprofit's Executive Director. Once new Advisors are identified and recruited, board members are responsible for orienting the new individual.
Community Connections- An Advisor will be expected to participate in helping to identify personal and professional connections that can be utilized to benefit the organization’s mission, reputation, and fundraising goals. An Advisor, the Board of Directors, along with the Executive Director, are also responsible for marketing the organization to the community in order to leverage opportunities to boost the nonprofit outreach capability through personal networks and expanding the organization’s donor base


Original Amendments:  5/24/2022
Amended: 1/30/2024