Rochester Rotary Charities Bylaws
BYLAWS OF ROCHESTER ROTARY CHARITIES, INC.
ARTICLE 1
NAME
1.1 Name and Organization. This organization, named in its articles of incorporation as "Rochester Rotary Charities, Inc." (hereafter designated in these bylaws as "the Foundation"), is a Michigan nonprofit corporation with a perpetual corporate term.
ARTICLE 2
PURPOSE AND BASIC POLICIES
2.1 Purposes. The purpose for which the Foundation is formed are those set forth in its articles of incorporation, as from time to time amended, to receive, administer, and disburse funds for charitable, educational, and scientific purposes, all for the public welfare. No part of the net earnings of the Foundation shall inure to the benefit of any member, director, officer or the Foundation, or any private individual (except reasonable compensation may be paid for service rendered to or for the Foundation affecting one or more of its purposes), and no member, director, officer of the Foundation or any private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Foundation. No substantial part of the activities of the foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) in a political campaign on behalf of any candidate for public office.
2.2 Basic Policies. The following are the basic policies of the Foundation
a) The Foundation shall be non-commercial, non-sectarian and non-partisan.
b) The name of the Foundation or the names of any members in their official capacity shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of objects of the Foundation.
ARTICLE 3
BOARD OF DIRECTORS
3.1 Power and composition. The control and management of the affairs of the Foundation shall be vested in a board of directors, which shall consist of seven members. The directors shall consist of the Assistant Treasurer of the Rochester Rotary Club plus six directors at large, elected from the membership of the Rochester Rotary Club.
3.2 Election and Term of Office of Directors at Large. The six directors at large shall be elected by a vote of the board of directors of the Rochester Rotary Club. Two directors at large shall be initially elected for one year term; two directors at large shall be initially elected for a two year term and two directors at large shall be initially elected for a three year term. Subsequent elections shall be for three year terms and these directors shall hold office until their successors are elected. No director at large may serve more than three consecutive fiscal years and, after serving three consecutive fiscal years, at least two fiscal years shall elapse before one may again be elected a director at large. Notwithstanding anything contained herein or otherwise to the contrary, after appointment of the initial board of directors, thereafter, the directors shall be elected and vacancies filled by a vote of the membership at the annual meeting or a special meeting.
3.3 Vacancies. Any vacancy occurring on the board of directors other than that filled by the Assistant Treasurer of the Rochester Rotary Club may be filled by the affirmative vote of the remaining directors, whether or not such remaining directors would constitute a quorum of the board. The term of office of each person so elected shall continue until the expiration of the term of the director who caused the vacancy. Should such vacancy be created by the death, incapacity, or resignation of the Assistant Treasurer of the Rochester Rotary Club then such vacancy shall be filled by the board of directors of the Rochester Rotary Club.
3.4 Meetings.
a) Annual and Regular Meetings. The annual meeting of the board of directors shall be held in the month of July on such date as may be determined by the President. Other regular meetings of the board of directors may be held at such times and places as a majority of the directors shall agree upon in writing. Any business may be transacted at the annual meeting and at any regular meeting of the board of directors and no notice of such meetings shall be required.
b) Special Meetings. Special meetings of the board of directors shall be held at such time as called by the president, or by the secretary, or by any three members of the board. The person(s) calling such a meeting shall give written notice of the time, place and purposes of such meeting to each director at his or her residence or usual place of business, at least three days, if mailed, or at least one day, if personally delivered or faxed, before the day on which such meeting is to be held. Business transacted at a special meeting need not be confined to the purposes set forth in the notice of such meeting unless such notice specifically states that it will be thus confined.
c) Place of Meetings. Any and all meetings of the board of directors shall be held in the Ste of Michigan.
d) Quorum and Manner of Acting. At all meetings of the board of directors, the presence of a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business. A majority of the directors present at any meeting may, without notice, adjourn the meeting from time to time until a quorum is present. Except as may be otherwise specifically provided by statues, the articles of incorporation, or these bylaws, the acts of a majority of the directors present at a meeting at which there is a quorum shall be the acts of the board.
e) Action by Consent. Unless otherwise provided by the articles of incorporation, action required or permitted to be taken pursuant to authorization voted at a meeting of the board or a committee thereof may be taken without a meeting if, before or after the action, all members of the board or of the committee consent thereto in writing. The written consents shall be filled with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.
f) Meetings by Conference Telephone. Any director who participates in a board of directors by conference telephone (or similar communications equipment), so that all persons participating in the meeting can hear each other, shall be deemed present in person at such meeting.
3.5 Compensation. There shall be no compensation for services of the directors to the Foundation as directors.
ARTICLE 4
OFFICERS
4.1 Elected Officers. The officers of the Foundation shall be members of the board of directors and shall consist of a president, a vice president, a secretary and a treasurer. The officers, except for the treasurer, shall be elected at the annual meeting of the foundation’s board of directors and shall hold office for one fiscal year and/or until their successors shall be elected. The office of treasurer shall be held by the assistant treasurer of the Rochester Rotary Club.
a) President. The president of the Foundation shall be the chief executive officer of the Foundation and shall preside at all meetings of the Foundation and the board of directors.
b) Vice President. The vice president of the Foundation shall, in the absence of the president, serve as the chief executive officer of the Foundation and shall president all meetings of the Foundation and the board of directors.
c) Secretary. The secretary of the Foundation shall act as secretary at meetings of the Foundation and the board of directors, shall be charged with the responsibility of recording proper minutes of all proceedings, and shall have custody of all property of the Foundation.
d) Treasurer. The Treasurer shall
1) Have custody of all of the funds of the Foundation.
2) Prepare and submit a statement of the financial condition of the foundation at each annual meetings of the directors and at such other time and in such manner as the board of directors or statue may require and
3) Furnish, at the Foundation’s expense, a surety bond in such amount as the board of directors may from time to time require.
The treasurer’s books shall be duly audited under the direction of the board of directors immediately following the Foundation’s fiscal year end.
4.2 Executive Secretary/Treasurer. The board of directors shall be empowered to employ an executive secretary/treasurer at such compensation, for such period, and with such duties, facilities, and assistance as may be deemed necessary. Such executive secretary/treasurer shall hold such records and perform such other duties as the directors determine and which will expedite the activities of the Foundation as directed by the board of directors.
4.3 Standing and Special Committees.
a) The board of directors may create such standing committees as it may deem necessary to promote the purposes and carry on the work of the Foundation.
b) The chairman of each standing committee shall present a plan of work to the directors for approval. No committee work shall be undertaken without the consent of the directors.
c) The president shall be a member ex officio of all committees.
4.4 Vacancies. If any vacancy occurs in any office, the board of directors may appoint a current member of the board as a successor to fill such vacancy for the remainder of the term.
ARTICLE 5
IDEMNIFICAITON
5.1 Permissible Indemnification.
a) Action by Third Parties. Unless otherwise provided by law, the articles of incorporation, or these bylaws, the Foundation may indemnify a person who was or is a part or is threatened to be made a party to any threatened, pending, or completed action, suite, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Foundation, by reason of the fact that the person is or was a director, officer, employee, or agent of the foundation, against expenses including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement actually and reasonable incurred by the person in connection with the action, suit or proceedings. Such indemnification shall be permitted only if the person acted in good faith and in a manner the person reasonable believed to be in or not opposed to the best interests of the Foundation or its directors and, with respect to any criminal action or proceedings, if the person had no reasonable cause to believe that conduct was unlawful. The termination of any action suit or proceeding by judgment, or order, settlement, conviction or upon a plea of no contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonable believed to be in or not opposed to the best interest of the Foundation or its directors and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
b) Action by or on Behalf of the Foundation. Unless otherwise provided by law, the articles of incorporation, or these bylaws, the Foundation may indemnify a person who was or is party to or is threatened to be made a party to a threatened, pending, or complete action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Foundation against expenses, including actual or reasonable attorney’s fees and amounts paid in settlement incurred by the person in connection with the action or suite. Such indemnification shall be permitted only if the person acted in good faith and in a manner the person reasonable believed in or not opposed to the best interests of the Foundation its directors. However, indemnification shall not be made for a claim, issue or matter in which the person has been found liable to the foundation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonable entitled to indemnification for expenses which the court considers proper.
5.2 Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suite or proceeding described in section 5.1 above may be paid by the foundation in advance of the final disposition of such action, suite or proceeding as authorized in the manner provided in section 5.3 below upon receipt of a pledge by or on behalf of the said director, officer, employee or agent to repay such expenses if it is ultimately determined that the person is not entitled to be indemnified by the Foundation. The pledge shall be by the unlimited promissory note of the person on whose behalf advances are made but need not be secured.
5.3 Determination of Indemnification in Each Case. Any indemnification under section 5.1 above (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper under the circumstances because the person has met the applicable standard of conduct set forth in section 5.1 above. Such determination may be made in any of the following ways:
a) By the board by a majority of quorum consisting of directors who were not parties to such action, suit or proceeding,
b) If the quorum described in paragraph (s) is not obtainable, ten by a majority vote of a committee consisting of not less than two directors who are not parties to the action, or
c) By independent legal counsel in a written opinion.
5.4 Partial Indemnification. If a person is entitled to indemnification under section 5.1 above for a portion of expenses including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement but not for the total amount thereof, the Foundation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.
ARTICLE 6
MISCELLANEOUS
6.1 Fiscal Year. The fiscal year of the foundation shall end on June 30 each year.
6.2 Corporate Seal. The Foundation may adopt a corporate seal.
6.3 Notice and Waiver of Notice
a) Formalities of Giving Notice. Any notice or other written communication required or permitted to be give, made or sent by statue, the articles of incorporation or these bylaws, shall be in writing duly executed by or on behalf of the party or parties giving or making the same [by actual, typed or otherwise reproduced signature(s)] and shall be physically delivered or sent by first class mail, postage prepaid, addressed to each person entitled thereto at the address designated by such person for that purpose or, if none is designated, to such person’s last known address. If any instrument is sent by mail as provided above, the date of its deposit in a U.S. post office depository shall be deemed to be the date of the notice or other written communication contained in such instrument.
b) Waiver of Notice. Any prescribed period of time or notice related to any meeting or action as required herein, in the articles, or by statue may be waived (either before or after such meeting or action) by the person entitled to such notice or to participate in such action by:
1) Submitting a signed waiver thereof, or
2) Attendance in person (or by proxy in the case of a member, or by conference telephone in case of a director) at such meeting unless attendance was solely for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
6.4 Depositories. All monies, securities and other valuables of the Foundation shall be deposited in such accounts and/or safe deposit boxes in the name of the Foundation with any institution(s) providing such services, including brokerage firms and mutual funds, as the board of directors from time to time shall designate for such purposes, and shall be withdrawable only by checks or orders signed by the personal signature of any two officers or agents as may be designated from time to time by the board.
6.5 Pronouns, Singular and Plural. Wherever in these bylaws words, including pronouns, are used in the masculine or feminine, they shall also be read and construed in the opposite gender or neuter whenever they would so apply, and the singular includes the plural.
ARTICLE 7
AMENDMENT OF BYLAWS
7.1 The bylaws of the Foundation may, in any particular, be amended (or repealed and the new bylaws adopted), not inconsistent with any provision in the articles or of any statue, by the affirmative vote or consent of all the directors of Charities at any regular or special meeting of the board.
ARTICLE 8
MEMBERS
8.1 To be eligible for membership in the corporation, an individual must satisfy the following requirements: Be a member of Rotary
8.2 There are no membership dues.
8.3 Membership shall be terminated upon termination of membership in Rotary.
8.4 An annual meeting of the members shall be held on the last Tuesday in June. At each annual meeting, directors shall be elected and any other business shall be transacted that may come before the meeting.
8.5 Special meetings of the membership may be called by the board of directors or by the president. Such meetings shall also be called by the president or secretary at the written request of not less than 10% of the members.
8.6 All membership meetings shall be held at the corporation’s principal office or at any other place determined by the board of directors and stated in the notice of the meeting.
8.7 Except as otherwise provided by statute, written notice of the time, place and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally or by mail to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of the corporation. Alternatively, notice may be published in Rotary’s newsletter, provided that the newsletter is published at least semiannually and is mailed or emailed to the members entitled to vote at the meeting not less than 10 days nor more than 60 days before the date of the meeting.
8.8 The board of directors may fix in advance a record date for the purpose of determining members entitled to notice of and to vote at a membership meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 60 days nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.
8.9 The secretary of the corporation or the agent of the corporation having charge of the membership records of the corporation shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of the membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.
8.10 Unless a greater or lesser quorum is required by statute, members present in person or by proxy who, as of the record date, represent 50% of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.
8.11 A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member and shall not be valid after the expiration of one year. A proxy is revocable at the pleasure of the member executing it except as otherwise provided by statute.
8.12 Each member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing. When an action, other than the election of the directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote, unless a greater vote is required by statute. Directors shall be elected by a plurality of votes cast at any election.
8.13 A member may participate in a membership meeting by conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
October 30, 2008