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ARTICLE I. PURPOSES
Section 1. Purposes: The purposes of the corporation shall be to organize, conduct and carry on various plans, efforts and undertakings for the general religious, charitable, scientific, literary or educational advancement and well-being of the people of Raleigh, of Wake County, and of the State of North Carolina, and for the promotion of social welfare of said people. The corporation shall serve as the charitable arm of the Kiwanis Club of Raleigh.
Section 2. Funds: The Board of Directors shall manage, invest and distribute the corporation's funds in accordance with this article. As used herein, the corporation's "funds" shall include all financial and monetary assets of the corporation, including but not limited to contributions made to the corporation, proceeds from special fundraising projects of the corporation, and the earnings and profits generated by the investment and reinvestment of the accumulated principal funds of the corporation. As used herein, the corporation's "annual net income" shall include the net amount of funds received by the corporation during any calendar year in the form of contributions, proceeds from fundraising events, interest, dividends, and proceeds from the sale or exchange of invested assets, less any expenses other than contributions or grants incurred by the corporation during the calendar year. As used herein, the corporation's "accumulated principal funds" shall include all corporation funds other than annual net income.
During any year the Board of Directors, at its discretion, may distribute all of any portion of the corporation's annual net income in the form of charitable contributions or grants for uses consistent with the purposes of the corporation and the purposes of Kiwanis International. Whenever possible, such contribution or grants shall be made to organizations that promote and advance the welfare of children and youth in the greater Raleigh community; provided, however, that nothing herein shall be construed to prohibit the Board of Directors from making contributions or grants for any charitable, religious, scientific, literary or educational purpose consistent with the Articles of Incorporation. Any annual income not distributed or set aside for distribution during any year shall be dedicated to and become part of the accumulated principal funds of the corporation. Any contribution or grant consisting in whole or in part of the accumulated principal funds of the corporation shall be made only after approval of a majority of the Board of Directors then holding office, a majority of the Board of Directors of the Kiwanis Club of Raleigh, North Carolina, and a majority of the members in attendance at any regularly scheduled meeting of the Kiwanis Club of Raleigh.
ARTICLE II. MEMBERS
Section 1. Membership: Membership in the corporation shall consist of all members, in good standing, of the Kiwanis Club of Raleigh, North Carolina. All members of the corporation shall be entitled to all of the rights and privileges afforded to members of the corporation.
Section 2. Annual Meeting: The annual meeting of members shall be held on the first Friday of October of each year at the meeting place of the Kiwanis Club of Raleigh, if not a legal or other holiday, but if a legal or other holiday, then on the next Friday following, for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting. The terms of office of newly elected directors shall begin on the first day of January of the following year.
Section 3. Substitute Annual Meeting If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4. Special Meeting: Special Meetings of the members may be called at any time by order of the Board of Directors of the corporation or pursuant to the written request of not less than one-third of all the members of the corporation.
Section 5. Notice of Meetings: Written or printed notice stating the time and place of the meetings shall be delivered not less than fourteen (14) days before the date thereof either personally, by mail to his last known address, or by publication in the Raleigh Kiwanis Newsletter to each member entitled to vote at such meeting.
In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of members is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.
Section 6. Voting: At all meetings of the members of the corporation, each member having voting rights shall be entitled to one vote on each matter submitted to a vote at a meeting of members. The vote of a majority of the shares voted on any matter, including the election of directors, at a meeting of members at which a quorum is present, shall be the act of the members on that matter, unless the vote of a greater number is required by law or by the Articles of Incorporation or bylaws of this corporation.
Voting on all matters, except the election of directors, shall be by voice or by a show of hands, unless one-tenth of the members represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.
Section 7. Quorum: Twenty percent (20%) of the members of the corporation entitled to vote shall constitute a quorum at meetings of members. If no quorum at the opening of a meeting of members is present, such meeting may be adjourned from time to time by vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
Members at a meeting at which a quorum is present may continue to do business until adjournment, not withstanding the withdrawal of sufficient members to leave less than a quorum.
ARTICLE III. DIRECTORS
Section 1. General Powers: The business and affairs of the corporation shall be managed by the Board of Directors or by such committees as the Board may establish pursuant to these bylaws.
Section 2. Number, Term and Qualifications: The number of directors serving on the Board of the corporation shall be nine. The President and Secretary of the Kiwanis Club of Raleigh shall be ex-officio members of the Board of this corporation during their terms of office without voting rights as directors. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualifies. Directors must be members of the corporation.
Section 3. Election of Directors: At each annual meeting of members, there shall be elected three of the nine directors, each to serve for a term of three years. Those persons who receive the highest number of votes shall be deemed to have been elected.
Section 4. Removal: Directors may be removed from office with cause by a vote of members holding a majority of the shares entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.
Section 5. Vacancies: A vacancy occurring in the Board of Directors may be filled by a majority of the remaining directors, no less than a quorum, or by the sole remaining director, but a vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of members called for that purpose. The members may elect a director at any time to fill any vacancy not filled by the directors.
Section 6. Chairman: The President shall be the Chairman of the Board of Directors of the corporation. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
Section 7. Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of directors fixed by these bylaws, designate three or more directors to constitute an executive committee which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.
Section 8. Committees: The Board of Directors may appoint such other committees as shall be necessary and appropriate for the orderly management of the corporation.
ARTICLE IV. MEETINGS OF DIRECTORS
Section 1. Regular Meetings: The regular meeting of the Board of Directors shall be held at least quarterly.
Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairman, the President, or any two Directors.
Section 3. Notice of Meetings: Regular and special meetings of the Board of Directors may be held upon the giving of at least two days notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.
Section 4. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5. Manner of Acting: Except as otherwise required by the laws of the State of North Carolina, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
ARTICLE V. OFFICERS
Section 1. Number: The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer and such other officers as may be appointed from time to time by the Board of Directors. No person may hold, simultaneously, the office of President and Secretary.
Section 2. Election and Term: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular meeting or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualifies.
Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with cause.
Section 4. President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and manage the corporation in accordance with these bylaws. He shall see that all orders and resolutions of the Board of Directors are carried out.
He shall, when present, preside at all meetings of members. He shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President: At the request of the President or in his absence or disability, the Vice President shall perform all duties of the President and when so acting shall have all the powers and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such authority as from time to time may be assigned to him by the Board of Directors.
Section 6. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these bylaws. He shall have general charge of the corporation books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.
Section 7. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made and filed with the corporation records within six months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any member. The Treasurer shall, in general, perform all duties incident to his officer and such other duties as may be assigned to him from time to time by the President or by the Board of Directors. The Treasurer shall render a full account of the receipts and disbursements of the Corporation at each annual meeting of members.
ARTICLE VI. CONTRACTS, LOANS, DEPOSITS, ETC.
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the corporation.
Section 3. Checks, Drafts, Etc.: All notes, drafts, acceptances, checks and endorsements or other evidence of indebtedness or orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.
Section 5. Proxies: Any share in any other corporation which may from time to time be held by the corporation may be represented and voted at any meeting of shareholders of such other corporation by any person or persons thereunto authorized by the Board of Directors or if no one be so authorized, then by the President or his designee.
ARTICLE VII. GENERAL PROVISIONS
Section 1. Seal: The corporate seal of the corporation shall be in such form as shall be approved from time to time by the Board of Directors.
Section 2. Waiver of Notice: Whenever any notice is required to be given to any member or director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year: The fiscal year of the corporation shall be as ordered by resolution of the Board of Directors.
Section 4. Amendments: Amendments to the bylaws of the corporation may be made by a majority of the members in attendance at any regular or special meeting of members; provided that a copy of such proposed amendment shall be provided to each member either personally, by mail to his last known address, or by publication of the proposed amendment in the Raleigh Kiwanis Newsletter at least fourteen (14) days prior to the meeting at which a vote on the proposed amendment is taken.
October 2, 1998
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