The Browncoat Relief Corps

In order to take care of the business side of operations - financial and legal - for Big Damn Chefs, it was necessary to create a separate non-profit organization. The articles of incorporation for the Browncoat Relief Corps were filed and charter documents were effective on March 22, 2006.

Proceeds from the sale of the Big Damn Chefs: The International Browncoat Charity Cookbook will go to Freedom From Hunger, a charity working to find solutions for hunger around the world.

Browncoat Relief Corps Board of Directors

• Editor-in-Chief: Julie Rampke
• Treasurer: Judy Oxford
• Board Member: Kandi Long
• Board Member: Christopher Rigdon
• Board Member: Jeri Lynn Cornish

Browncoat Relief Corps Financials

Expenses associated with Big Damn Chefs:

Future expense amounts/details will be posted as information is available.

Browncoat Relief Corps Bylaws

Adopted: June 21, 2006.

Article I. Name
The name of the organization shall be the Browncoat Relief Corps.

Article II. Purpose
The Browncoat Relief Corps exists to support appreciation of the arts created by Joss Whedon through education and charity projects.

Article III. Membership
There is no general membership of the organization.

Article IV. Officers
Section 1 Definitions
The officers of the organization shall be the Editor-in-Chief and the Treasurer. The Corporation shall indemnify and hold harmless any and all Officers and their successors and assigns from any and all liability arising from the faithful execution of their duties on behalf of the corporation.
a. The Editor-in-Chief shall be considered the equivalent of the President of the organization in all matters designated by law.
b. The Treasurer shall be considered the equivalent of the Vice-President, Treasurer, and Secretary of the organization, in all matters designated by law.

Section 2 Editor in Chief
The Editor in Chief is appointed by the Board of Directors to serve until he or she resigns or is removed from office. The Editor in Chief shall:
a. Develop editorial, artistic, and literary policies in consultation with the Editorial Board.
b. Supervise the production of project publications.
c. Serve as chair of the Editorial Board.
d. Supervise the editorial process.
e. Assist other committees as necessary in the execution of their duties.
f. Assist the Treasurer as necessary in the execution of his/her duties.
g. Serve as an ex officio member of the Board of Directors.
h. Present an annual report to the Board of Directors on the state of the organization.
i. Conduct him/herself in a manner that upholds and affirms the purposes of the organization.

Section 2 Treasurer
The Treasurer is appointed by the Board of Directors to serve until he or she resigns or is removed from office. The Treasurer shall:
a. Maintain financial records for the organization.
b. Keep copies of all other records as required by law.
c. Serve as vice-chair of the Editorial Board.
d. Present financial reports at regular intervals to the Executive Committee.
e. Assist other committees as necessary in the execution of their duties.
f. Assist the Editor-in-Chief as necessary in the execution of his/her duties.
g. Serve as an ex officio member of the Board of Directors.
h. Present an annual financial report to the Board of Directors.
i. Conduct him/herself in a manner that upholds and affirms the purposes of the organization.

Section 4 Additional officers
The Board of Directors shall have the power to appoint such additional officers as it deems necessary from time to time.

Section 5 Succession
a. In the event of a vacancy in the office of Editor-in-Chief, due to removal, resignation, or death, the Treasurer shall serve as Editor-in-Chief until the Board of Directors appoints a new Editor-in-Chief. In the event that the Editor-in-Chief is unable to fulfill his or her duties due to illness or physical incapacity, the Treasurer shall serve as Editor-in-Chief until such time as the Editor-in-Chief can resume his or her duties.
b. In the event of a vacancy in the office of Treasurer, due to removal, resignation, or death, the recording secretary of the Board of Directors shall serve as Treasurer until the Board of Directors appoints a new Treasurer. In the event that the Treasurer is unable to fulfill his or her duties due to illness or physical incapacity, the recording secretary of the Board of directors shall serve as Treasurer until such time as the Treasurer can resume his or her duties.
c. In the event of any vacancy in office, the Board of Directors shall meet within ninety days to initiate the process of appointment of a new officer.

Section 6 Removal of officers
An officer may be removed from office by a majority vote of the Board of Directors whenever in its judgment the best interests of the organization will be served thereby.

Section 7 Resignation of officers
To resign from office an officer must submit a letter of resignation to the Board of Directors.

Article V. Meetings
Section 1 Regular meetings of the Board of Directors
The Board of Directors shall meet at least two times per year.

Section 2 Special meetings of the Board of Directors
Special meetings of the Board of Directors may be called by any Director by giving three (3) days notice of the time, place, and purpose of the meeting to each Director.

Section 3 Waiver of notice
a. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
b. If a quorum of the Directors is present and those absent sign a written waiver of notice of such meeting, any business may be transacted at such meeting, and the transactions at such meetings shall be valid. Such waiver may be signed prior to or after holding of such meeting and shall be filed in the minutes book of the organization.

Section 4 Quorum
a. Quorum for regular meetings of the Board of Directors shall consist of three of the five members.
b. Quorum for special meetings of the Board of Directors shall consist of three of the five members.
c. Quorum for meetings of the Executive Committee shall consist of two-thirds of the members.

Article VI.  Board of Directors
Section 1. Definitions
The affairs of the Corporation shall be managed by a Board of Directors. The Corporation shall indemnify and hold harmless any and all Directors and their successors and assigns from any and all liability arising from the faithful execution of their duties on behalf of the corporation.

Section 2 Number and election of Directors
a. The Board of Directors of the organization consists of three Directors elected by the previous Board plus the Editor-in-Chief and the Treasurer of the organization.
b. Election of the Directors shall occur annually, no earlier than October 1 and no later than December 31.
c. Each member of the outgoing Board of Directors may cast votes for up to three persons. There shall be no cumulation of votes.

Section 3 Duties
The Board of Directors shall:
a. Keep or cause to be kept records of all their proceedings, correspondence and decisions.
b. Keep or cause to be kept records of the financial dealings of the organization and execute fiduciary responsibilities.
c. Keep or cause to be kept all committee reports.
d. Designate a chairperson, vice-chairperson, and a recording secretary of the Board of Directors.
e. Appoint, when necessary, officers for the organization.
f. Conduct themselves in accordance with the purposes of the organization.
g. Maintain an Operations Manual.

Section 4 Powers
a. The Board of Directors is empowered to oversee all affairs of the organization, and shall have all legal authority granted by law.
b. The Board of Directors is empowered to remove officers, and receive and decide upon appeals from officers.
c. The Board of Directors is empowered to approve all appointments to the Editorial Board.
d. The Board of Directors may bind committees and officers by adoption of resolutions.

Section 5 Term of office
The term of office of each Director shall be two years. Directors shall serve until their successor is sworn into office.

Section 6 Vacancies
In the event of a vacancy in the Board of Directors, the remaining members of the Board shall appoint a successor to complete the unexpired portion of the Director’s term.

Section 7 Annual meeting
An annual meeting of the Board of Directors shall be held no later than March 1 of each year. At such meeting the Board shall organize themselves, receive the annual reports of the officers, and transact such other business as may properly come before them.

Section 8 Operations and voting
a. The board shall, whenever possible, strive to operate by consensus.
b. When voting is necessary, each member of the Board holds one vote at any one meeting of the Board of Directors.

Section 9 Meeting policy
All meetings of the Board of Directors shall be open to any Editorial Board member in good standing who wishes to observe, except when an executive session is called for by the Board of Directors.

Section 10 Executive session
The Board of Directors may call an executive session by a unanimous vote of the assembled Board of Directors. Executive sessions are closed to the general public, and minutes are not required to be kept. The Board may not transact any official business of the organization while in executive session.

Section 11 Removal of Directors
Any Director may be removed from the Board of Directors by a majority vote of the members of the Board of Directors whenever in its judgment the best interests of the organization will be served thereby.

Section 12 Resignation of Directors
To resign from the Board of Directors a Director must submit a letter of resignation to the Board of Directors.

Article VII. Committees
Section 1. Editorial Board
a. The Editorial Board is a standing committee of the organization responsible for implementing editorial policy and producing publications.
b. Members of the Editorial Board are appointed by the Editor-in-Chief with the advice and consent of the Board of Directors.
c. The Editorial Board assists the Editor-in-Chief in developing editorial, artistic, and literary policies.
d. The Editorial Board must submit regular reports of all business conducted on behalf of the organization to the Board of Directors.

Section 2. Executive Committee
a. The Executive Committee is a standing committee of the organization empowered to conduct business for the organization between meetings of the Board of Directors.
b. The Executive Committee shall consist of no less than two members appointed by the Board of Directors from among its number.
c. The Executive Committee must report any actions taken on behalf of the organization to the Board of Directors.
d. The Executive Committee may not modify any action taken by the Board of Directors.

Section 3. Special committees
Special committees may be appointed either by the Board of Directors or by a standing committee, and are responsible to their forming organization.

Article VIII.  Method of Amendment
The by-laws of the organization may be amended as follows:
a. Written notification of the proposed amendment or amendments, including the full text of such amendments, shall be provided to every member of the Board of Directors at least 21 days prior to the date of the meeting at which the amendments shall be voted upon, and,
b. Written notification of the date, time, and place of the meeting at which the amendments shall be voted upon shall be provided to every member of the Board of Directors at least 21 days prior to the date of the meeting, and,
c. A quorum of the Board of Directors shall be present at the time the vote is taken, and,
d. The amendment is approved by a two-thirds vote of the Directors present.

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