Governance & Accountability
Bylaw of True Opportunity Program (T.O.P)
ARTICLE I — NAME, PURPOSE, & CORE VALUES
Section 1: Name
The name of this organization shall be True Opportunity Program “TOP”
Section 2: Purpose
TOP is a nonprofit organization established to support individuals currently incarcerated and those preparing for reentry into society.
The organization exists to:
Provide structured educational materials and curriculum
Promote self-development, accountability, and discipline
Prepare individuals for successful reintegration into society
Connect participants to resources, mentorship, and opportunities based on demonstrated commitment to personal growth
TOP operates on the principle that true opportunity is not given—it is earned through action, reflection, and consistency.
Section 3: Mission Statement
The mission of TOP is to develop individuals from within incarceration by fostering a mindset of growth, responsibility, and earned success, and to support their transition into society as productive, self-sufficient members of their communities.
Section 4: Core Values
1. Accountability
We believe change begins with ownership. Participants and leadership alike are expected to take responsibility for their actions, decisions, and future.
2. Earned Opportunity
TOP provides a hand up, not a handout. Access to resources, mentorship, and support is based on effort, participation, and demonstrated growth.
3. Self-Development
We prioritize mental, emotional, and behavioral growth. Real change comes from within, not from external assistance alone.
4. Discipline & Consistency
Success is built through consistent effort. We value structure, routine, and commitment to long-term improvement over short-term results.
5. Real-World Readiness
Our programs are designed to prepare individuals for the realities of life outside incarceration, including:
Employment readiness
Financial awareness
Relationship building
Personal responsibility
6. Lived Experience Leadership
TOP is built by individuals who understand incarceration and reentry firsthand. We lead with authenticity, not theory.
7. Respect & Non-Judgment
We do not define individuals by their past. We evaluate based on who they are becoming and the effort they put toward growth.
8. Efficient Use of Resources
Resources are limited and must be used intentionally. TOP is committed to directing support where it will have the greatest impact.
Section 5: Program Integrity & Resource Eligibility
TOP maintains a structured, merit-based approach to participation and resource allocation.
Access to programs, materials, mentorship, and external resources is not guaranteed and must be earned through active participation, honesty, and demonstrated commitment to growth
TOP reserves the right to limit, suspend, or deny access to resources for individuals who:
Fail to participate in program requirements
Provide dishonest or misleading information
Act in a manner inconsistent with the mission and values of the organization
Removal from resources does not permanently exclude an individual from future participation. Re-engagement may be considered based on renewed commitment and demonstrated effort.
Section 6: Guiding Principle
TOP is founded on the belief that:
“Freedom is not something to wait for—it is something to prepare for and earn.”
ARTICLE II — BOARD OF DIRECTORS
Section 1: Authority & Responsibility
The Board of Directors is the governing body of TOP and is responsible for:
Upholding the mission, values, and integrity of the organization
Overseeing financial decisions and use of funds
Approving programs, partnerships, and strategic direction
Ensuring resources are used in alignment with earned opportunity and measurable impact
Board Members are expected to lead with accountability, active participation, and commitment to the organization’s purpose.
Section 2: Composition
The Board shall consist of no fewer than three (3) and no more than five (5) members
The Board may expand or reduce within this range by majority vote (51%)
Section 3: Terms & Re-Election
Each Board Member shall serve a two (2) year term
At the end of each term:
Members may be re-elected by majority vote (51%)
Members may be replaced based on performance, participation, and alignment with the organization’s values
Section 4: Expectations of Board Members
Board Members are expected to:
Actively participate in meetings and decision-making
Contribute to the growth and direction of the organization
Uphold the core values of accountability, discipline, and integrity
Support program development and resource allocation decisions
Failure to meet these expectations may result in removal.
Section 5: Nomination & Election Process
A prospective Board Member must be nominated (motioned) by a current Board Member
A ten (10) day review period shall follow the nomination to allow for consideration and transparency
After the review period, the Board shall vote
Election requires a majority vote (51%)
Section 6: Removal of Board Members
A Board Member may be removed by majority vote (51%) for:
Inactivity (as defined in Article V)
Failure to fulfill responsibilities
Violation of bylaws or conflict of interest policy
Conduct misaligned with the mission, values, or integrity of TOP
Section 7: Accountability & Participation Standard
Board membership is a position of responsibility, not status.
Members are expected to remain actively engaged and responsive
Repeated lack of participation, contribution, or communication may be grounds for removal
The Board retains the right to evaluate member effectiveness in alignment with organizational needs
Section 8: Decision-Making & Voting
All decisions require a minimum of 51% majority vote unless otherwise specified
Decisions shall be made based on:
Organizational benefit
Responsible use of resources
Alignment with TOP’s mission and philosophy
Section 9: Conflict of Interest
Board Members must disclose any financial or personal interest in matters before the Board
Any member with a conflict must abstain from voting on the matter
Section 10: Leadership Philosophy
TOP Board Members are not symbolic positions—they are active leaders.
The Board shall operate under the principle that:
Leadership is earned through action and maintained through contribution
Decisions must prioritize long-term impact over short-term convenience
The organization exists to create real outcomes, not appearances
ARTICLE III — OFFICERS & EXECUTIVE LEADERSHIP
Section 1. Officers of the Organization
The officers of the organization shall consist of a President, Vice President, Secretary, and Treasurer, and any other officers as may be determined necessary by the Board of Directors. Officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board.
No individual shall hold more than one officer position at the same time, except as permitted by law and approved by the Board.
Section 2. Duties of Officers
President (Chair of the Board)
The President shall preside over all meetings of the Board of Directors, provide leadership to the Board, and ensure that the organization operates in alignment with its mission and governing documents. The President shall act as the primary liaison between the Board and the Chief Executive Officer (CEO).
Vice President
The Vice President shall perform the duties of the President in the absence or incapacity of the President and shall carry out additional responsibilities as assigned by the Board.
Secretary
The Secretary shall maintain accurate records of all Board meetings, including minutes, maintain organizational documents, and ensure proper notice is given for all meetings in accordance with these bylaws.
Treasurer
The Treasurer shall oversee the financial affairs of the organization, including financial reporting, budgeting, and ensuring proper financial controls and compliance with applicable laws and regulations. The Treasurer shall present financial reports to the Board at regular meetings.
Section 3. Executive Leadership (CEO and Senior Executives)
The Board of Directors may appoint a Chief Executive Officer (“CEO”) and such other senior executives as the Board deems necessary, including but not limited to a Chief Operating Officer (“COO”).
The Board shall have full authority to hire, supervise, evaluate, determine compensation for, and remove the CEO and any other senior executives.
The CEO shall report directly to the Board of Directors and shall serve as the principal executive of the organization. The CEO shall be responsible for the day-to-day management, administration, and implementation of the organization’s programs, operations, and strategic initiatives, subject to the authority, oversight, and policies established by the Board.
The CEO shall have authority to:
Implement Board-approved policies and strategic plans
Oversee staff, volunteers, and program operations
Enter into agreements and obligations on behalf of the organization as authorized by the Board
Recommend budgets, programs, and operational strategies to the Board
Any other senior executives, including a COO, shall perform duties as assigned by the Board or delegated by the CEO with Board approval. Their roles, responsibilities, and authority shall be defined and modified by the Board as necessary.
Section 4. Appointment and Term
Officers shall be elected annually or as otherwise determined by the Board. Executive staff, including the CEO, shall not be subject to officer terms and shall serve under employment agreements or at the discretion of the Board.
Section 5. Removal and Vacancies
Any officer may be removed, with or without cause, by a majority vote of the Board of Directors. Vacancies in officer positions may be filled by the Board for the remainder of the term.
The CEO or any senior executive may be removed by the Board at its discretion, consistent with any applicable employment agreements and laws.
Section 6. Compensation
Officers of the Board may serve with or without compensation, as determined by the Board, provided that any compensation is reasonable and complies with applicable nonprofit laws and conflict-of-interest policies.
The compensation of the CEO and any senior executives shall be determined and approved by the Board and shall be reasonable and in the best interest of the organization.
Section 7. Separation of Governance and Management
The Board of Directors is responsible for governance, strategic direction, and oversight of the organization. The CEO and executive staff are responsible for the implementation of Board policies and the management of daily operations.
No executive shall have authority to override Board decisions, and no Board member shall interfere with daily operations except through formal Board action or authorized committees.
ARTICLE IV — MEETINGS
Section 1: Regular Meetings
The Board of Directors shall meet a minimum of two (2) times per year, including:
One meeting held approximately three (3) months prior to the start of the fiscal year
One meeting held approximately three (3) months following the close of the fiscal year
Meetings may be conducted:
In person, or
Through virtual platforms (including but not limited to Zoom or similar communication tools)
Section 2: Special Meetings
Special meetings of the Board may be called at any time by:
The President, or
A majority (51%) of Board Members
A minimum of seven (7) days notice must be provided to all Board Members prior to the meeting.
Notice may be delivered via:
Email
Written communication
Electronic communication agreed upon by the Board
Section 3: Meeting Participation
Board Members are expected to:
Attend and actively participate in all scheduled meetings
Be prepared to engage in decision-making and discussion
Contribute to the direction and oversight of the organization
Failure to participate may impact continued Board membership (see Article V).
Section 4: Quorum
A quorum shall consist of a majority (51%) of the current Board Members.
No official business may be conducted without a quorum present.
Section 5: Voting
All actions of the Board shall require a minimum of 51% majority vote unless otherwise specified in these bylaws
Each Board Member shall have one (1) vote
Voting may occur:
During meetings
Or through approved remote methods when necessary
Section 6: Remote Decision-Making
The Board may conduct official business outside of scheduled meetings when necessary, provided that:
All Board Members are given the opportunity to participate
Votes are documented and recorded
A majority (51%) vote is achieved
This may include:
Email voting
Virtual polling
Other agreed-upon communication methods
Section 7: Meeting Records
The Secretary shall maintain accurate records (minutes) of all meetings
Records shall include:
Attendance
Motions
Votes and outcomes
Records shall be maintained as part of the organization’s official documents
Section 8: Order of Business
Meetings should generally follow a structured format:
Call to Order
Review of Previous Minutes
Financial Report (Treasurer)
Program Updates
Old Business
New Business
Voting Items
Adjournment
Section 9: Leadership Standard in Meetings
Meetings of TOP are expected to reflect the organization’s values:
Decisions shall be made with intent, accountability, and respect for resources
Participation is expected to be active, constructive, and mission-focused
The Board shall prioritize action and measurable outcomes over discussion without execution
ARTICLE V — ATTENDANCE, ACCOUNTABILITY & REMOVAL
Section 1: Standard of Participation
Board Members are expected to:
Actively participate in meetings and decision-making
Remain responsive to organizational communication
Contribute to the growth, oversight, and direction of TOP
Board membership is a position of active responsibility, not status.
Section 2: Attendance Requirement
Board Members are expected to attend all scheduled meetings, including regular and special meetings.
Failure to attend meetings may impact continued eligibility for Board membership.
Section 3: Inactivity
A Board Member shall be considered inactive upon missing three (3) scheduled Board meetings, whether consecutive or non-consecutive, within a twelve (12) month period.
Section 4: Excused Absences (Recommended Protection)
Absences may be considered excused if:
Prior notice is given, and
The reason is deemed valid by the Board (e.g., medical, emergency, or unavoidable circumstances)
Excused absences shall not count toward inactivity.
Section 5: Failure to Participate
In addition to attendance, a Board Member may be considered non-participatory if they:
Repeatedly fail to engage in voting or discussions
Do not respond to Board communications within a reasonable timeframe
Do not fulfill assigned responsibilities
Such behavior may be considered in evaluating continued Board membership.
Section 6: Removal of Board Members
A Board Member may be removed by a majority vote (51%) of the Board for:
Inactivity (as defined in Section 3)
Failure to meet participation standards
Violation of bylaws or conflict of interest policy
Conduct inconsistent with the mission, values, or integrity of TOP
Section 7: Removal Process
A motion for removal must be presented to the Board
The Board Member in question shall be given the opportunity to respond prior to a vote
Final removal requires a majority vote (51%) of the Board
Section 8: Vacancies
In the event of a vacancy due to removal, resignation, or term expiration:
The Board may nominate and elect a replacement in accordance with Article II (Nomination Process)
Vacancies should be filled in a timely manner to maintain Board function
Section 9: Resignation
A Board Member may resign at any time by providing written notice to the Board.
Resignation does not remove any obligation to maintain confidentiality or integrity regarding organizational matters.
Section 10: Accountability Principle
TOP maintains a standard of leadership based on accountability and contribution.
Board membership must be maintained through participation, not position
The Board reserves the right to act in the best interest of the organization when standards are not met
Removal is not punitive—it is a measure to protect the mission and effectiveness of TOP
ARTICLE VI — FINANCIAL GOVERNANCE & CONTROLS
Section 1: Financial Oversight Responsibility
The Board of Directors is responsible for the financial oversight of TOP, including:
Approval of budgets
Oversight of expenditures
Ensuring funds are used in alignment with the mission and values of the organization
All financial decisions must prioritize impact, accountability, and responsible use of resources.
Section 2: Fiscal Year
The fiscal year of the organization shall be determined by the Board of Directors.
Section 3: Budget Approval
An annual budget shall be prepared and presented to the Board
The Board must review and approve the budget by majority vote (51%)
No funds shall be expended outside of the approved budget without Board authorization
Section 4: Authorization of Expenditures
The Board may establish spending limits that allow designated officers (such as the President or Treasurer) to authorize routine expenditures
Any expenditure exceeding the approved limit must:
Be presented to the Board
Be approved by majority vote (51%)
No individual may independently commit the organization to significant financial obligations without Board approval
Section 5: Financial Reporting
The Treasurer shall:
Maintain accurate and up-to-date financial records
Provide financial reports at each Board meeting, including:
Current balances
Budget vs. actual expenditures
Notable financial activity
Financial records shall be available for review by the Board upon request.
Section 6: Use of Funds
All funds of the organization shall be used solely to support:
The mission of TOP
Approved programs and operations
Resources that align with participant development and measurable outcomes
Funds shall not be used for personal benefit, except for reasonable compensation for approved services.
Section 7: Conflict of Interest in Financial Matters
Any Board Member or Officer with a financial interest in a transaction must:
Fully disclose the interest
Abstain from discussion and voting on the matter
All transactions must be:
Fair
Reasonable
In the best interest of the organization
Section 8: Resource Allocation Philosophy
TOP operates under a structured, merit-based system for the use of resources.
Resources shall be allocated to programs and participants based on:
Demonstrated participation
Commitment to self-development
Alignment with program expectations
The Board shall ensure that funds are used to support earned opportunity, not entitlement
Section 9: Financial Controls
To protect the organization:
Financial records must be maintained accurately and consistently
The Board may require:
Dual authorization for significant expenditures
Periodic financial reviews or audits
No single individual shall have unrestricted control over organizational funds
Section 10: Compensation
Compensation for services must be:
Approved by the Board
Reasonable and aligned with market standards
Any individual receiving compensation must:
Disclose the relationship
Abstain from voting on related decisions
Section 11: Transparency & Accountability
TOP is committed to financial transparency.
Financial decisions shall be documented
Records shall be maintained for accountability and reporting purposes
The organization shall operate in a manner that supports compliance with nonprofit laws and grant requirements
ARTICLE VII — CONFLICT OF INTEREST
Section 1: Purpose
The purpose of this policy is to protect the integrity of TOP and ensure that all decisions are made in the best interest of the organization, free from personal or financial bias.
Section 2: Definition of Conflict of Interest
A conflict of interest exists when a Board Member or Officer has a financial, personal, or professional interest that could influence—or appear to influence—their decision-making on behalf of the organization.
This includes, but is not limited to:
Financial gain from a transaction or decision
Employment or contractual relationships
Personal relationships that may affect objectivity
Section 3: Duty to Disclose
All Board Members and Officers are required to disclose any actual or potential conflicts of interest
Disclosure must occur:
Prior to discussion
Prior to any vote on the matter
Section 4: Abstention from Participation
Any individual with a conflict of interest must:
Abstain from voting on the matter
Refrain from influencing the decision
The individual may be asked to leave the discussion at the discretion of the Board
Section 5: Determination of Conflict
The Board shall determine whether a conflict of interest exists
Determination shall be made by a majority vote (51%) of disinterested Board Members
Section 6: Documentation
All disclosures and actions taken regarding conflicts of interest must be:
Documented in meeting minutes
Maintained as part of official organizational records
Section 7: Fairness of Transactions
Any transaction involving a potential conflict must be:
Fair and reasonable to the organization
In alignment with the mission and values of TOP
Approved by a majority of disinterested Board Members
Section 8: Ongoing Obligation
Board Members and Officers have a continuing responsibility to:
Act in good faith
Place the interests of the organization above personal gain
Maintain transparency in all decisions
Section 9: Violations of Policy
Failure to disclose a conflict of interest or violation of this policy may result in:
Review by the Board
Disciplinary action
Removal from Board or Officer position by majority vote (51%)
ARTICLE VIII — AMENDMENTS, INDEMNIFICATION & FINAL PROVISIONS
Section 1: Amendments
These bylaws may be amended, altered, or repealed by a two-thirds (2/3) vote of the Board of Directors, provided that:
Proposed changes are presented to the Board in advance
All Board Members are given reasonable notice prior to the vote
All amendments must remain consistent with the mission and purpose of TOP.
Section 2: Indemnification
To the fullest extent permitted by law, TOP shall indemnify its Board Members and Officers against:
Claims
Liabilities
Expenses
arising from actions taken in good faith on behalf of the organization.
This protection applies only when individuals act:
Within the scope of their duties
In alignment with the organization’s mission and bylaws
Section 3: Non-Discrimination
TOP shall not discriminate on the basis of:
Race
Ethnicity
National origin
Religion
Gender
Disability
Any other protected status under applicable law
All individuals shall be treated with respect and fairness in alignment with the organization’s values.
Section 4: Dissolution Alignment
Upon dissolution of the organization:
All remaining assets shall be distributed in accordance with the organization’s Articles of Incorporation
Assets must be transferred to another qualified nonprofit organization with a similar mission, as determined by the Board prior to dissolution
Section 5: Organizational Integrity
TOP shall operate in a manner consistent with:
Its stated mission and core values
Applicable federal and state nonprofit laws
Ethical standards of accountability and transparency
The organization exists to create measurable impact, not symbolic presence.
Section 6: Adoption of Bylaws
These bylaws shall become effective upon approval by a majority vote (51%) of the initial Board of Directors.
Section 7: Certification
The undersigned certify that these bylaws were adopted as the official governing document of TOP (True Opportunity Program).
BOARD OF DIRECTORS SIGNATURES
By signing below, we acknowledge and approve the adoption of these bylaws and agree to serve in our roles with accountability, integrity, and commitment to the mission of TOP.
President / Chair:
Name:___Emmit Gary Emory_________April 11, 2026
Secretary:
Name:_____Jesus Ancheta____________ April 11, 2026
Treasurer:
Name:____Dan Bluehorse___________ April 11, 2026