Foundation: Sample Bylaws
Bylaws Of The Knox-Galesburg Pilgrim Preservation Foundation
ARTICLE I
Name
The name of this Corporation is "Knox-Galesburg Pilgrim Preservation Foundation " , a nonprofit corporation incorporated in the State of Illinois.
ARTICLE II
Purpose
The Foundation is organized, and shall be operated exclusively for the charitable purpose of “To Preserve, Maintain, and Perpetuate the Historic Central Congregational Church Building at 60 Public Square Galesburg Illinois” , a nonprofit corporation incorporated in the State of Illinois and to be recognized by the Internal Revenue Service as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE III
Membership
The Foundation shall not have members.
ARTICLE IV
Board of Directors
A. Duties and Powers. The management powers of the Foundation shall be vested in a Board of Directors which shall have charge, control and management of the property, affairs and funds of the Foundation; and shall have the power and authority to do and perform all acts and functions not inconsistent with these Bylaws, or with the Articles of Incorporation. Duties of the Board of Directors shall include, but are not limited to:
(1) The transaction of all Foundation business.
(2) The appointment of such agents or committees as it may deem necessary in addition to those prescribed in these Bylaws, and the fixing of duties, powers and tenure of such appointees.
(3) The employment of such persons as it may deem necessary, and the fixing of duties, powers, and compensation of such employees.
B. Number. The number of Directors may be increased or decreased from time to time by a vote of the members of the Board, but in no case shall the number of Directors be less than three (3). The initial number of Directors of the Foundation shall be five (5).
C. Election of Directors. Directors for the coming year shall be elected by a majority vote of the Board of Directors then serving at each annual meeting.
D. Vacancies. Any vacancy on the Board of Directors, whether by death, resignation, inability to serve, or resulting from an increase in the number of Directors, shall be filled by majority vote of the remaining member or members of the Board of Directors. Directors so appointed shall hold office for the remainder of the term of the Director being replaced.
E. Term of Office. Each Director shall serve for a term of three (3) year, and may succeed himself or herself for an unlimited number of terms. The Board shall be self-perpetuating, electing directors at its annual meeting.[1]
F. Compensation. No Director shall receive compensation for his or her services as a Director; provided, however, that expenses incurred by a Director on account of the Foundation in the course of the performance of his or her duties shall be reimbursed. In no event shall any part of the net earnings of the Foundation inure to the benefit of any Director, officer or member of the Foundation, or to the benefit of any other individual, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent internal revenue laws. A Director may be a salaried officer of the Foundation.
G. Voting. Each Director shall have one vote, and a majority vote shall be necessary for the exercise of the powers of the Board of Directors hereunder, unless otherwise required by these Bylaws or State law.
H. Removal. A Director may be removed from office without assigning any cause by a majority vote of the remaining directors, even though less than a quorum, so long as there are at least two directors other than the one being removed.
ARTICLE V
Officers and their Duties
A. Officers. The officers of the Foundation shall be a President, Vice President, Secretary and Treasurer, and such Vice-Presidents and/or other officers as the Board of Directors from time to time may deem necessary or advisable. The same person may hold two offices simultaneously, so long as they are not the positions of President and Secretary; and provided that no person shall, in more than one capacity, execute, acknowledge or certify any instrument required by law to be executed, acknowledged or certified by two or more officers. The President shall be selected from among the Board of Directors; the other officers need not be Directors.
B. Election and Term of Office. The officers shall be elected by the Board of Directors. Unless otherwise sooner removed by the Board of Directors, an officer shall serve for a term of one year and thereafter until his successor qualifies.
C. Duties of the President. The President shall be the chief executive officer of the Foundation and its direct executive representative in the management of the Foundation. The authority and duties of the President shall include: (1) responsibility for carrying out all policies established by the Board of Directors, (2) supervision of all business affairs including the collection and expenditure of funds and the approval and execution of contracts, (3) appointment and removal of agents and employees, (4) performance of all other tasks that may be directed by the Board of Directors.
D. Duties of the Vice President. The Vice President shall act in the place of, and have all authority and responsibility of, the President whenever the President is unavailable or unable to act. The Vice President shall perform such other duties as the Board of Directors may direct.
E. Duties of the Secretary. The Secretary shall have custody (or arrange with Legal Counsel to maintain custody) of the Articles of Incorporation, Bylaws, corporate seal and such other books and records of the Foundation as the Board of Directors shall direct. The Secretary shall record all votes and minutes of all meetings of the Board, shall maintain correspondence files and other corporate records, and shall perform all such other duties as may from time to time be imposed by the Board. The Secretary shall be custodian of the seal of the Foundation and in proper cases shall affix the seal to instruments.
F. Duties of the Treasurer. The Treasurer shall be the financial officer of the Foundation and, under the direction of the Board of Directors, shall have the custody and control of all of the funds and securities of the Foundation. The Treasurer shall deposit the Foundation's funds and securities to the credit of the Foundation in such bank or depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Foundation in accordance with the directions of the Board of Directors, taking and preserving proper vouchers for such disbursements, and shall render an account of all his transactions as Treasurer and of the financial condition of the Foundation, pursuant to generally accepted accounting practices (GAAP), whenever called upon to do so, and shall perform all such other duties as may from time to time be assigned by the Board.
G. Compensation. Compensation of the officers will be set by the Board of Directors.
H. Vacancies. Vacancies among the Foundation's officers may be filled by vote of a majority of the Board of Directors at any meeting of the Board.
I. Removal. All officers shall be subject to removal without cause at any time by majority vote of the Board of Directors at any meeting of the Board, provided notice of the proposed removal be given to all members of the Board at least ten (10) days prior to such meeting.
ARTICLE VI
Meetings of the Board of Directors
A. Annual Meetings. The Board of Directors shall meet without notice as soon as practicable after the annual election of Directors (the initial Directors appointed in the Articles of Incorporation shall meet as soon as practical after the creation of the Foundation), for the purpose of electing officers and considering any other business that may properly come before the meeting. The meeting shall be held within or without this State.
B. Special Meetings. Special meetings of the Board of Directors shall be held upon the call of any member of the Board and at such reasonable date, time and place, within or without this State, as may be fixed in any such call, and written notice stating the date, time, place and the matters to be acted upon at such meetings shall be delivered to each member of the Board at least five (5) days prior to the date fixed for such meeting in accordance with Article VIII of these Bylaws. Only matters set forth in the notice of the meeting may be acted upon at the special meeting. Any Director may waive notice of a meeting and a Director's presence at a meeting shall constitute a waiver of notice. By unanimous consent in writing of all Directors, special meetings of the Board may be held at any time and place without notice.
C. Quorum. The presence in person of a majority of the members of the Board of Directors shall constitute a quorum for the transaction of any and all business at any meeting of the Board of Directors. Action authorized by vote of a majority of the Directors present at a duly convened meeting of the Board shall be the action of the Board, unless a larger number of Directors is required for such action by these Bylaws, the Articles of Incorporation or this State's law.
D. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting and/or without prior notice if a written consent in lieu of such meeting, which sets forth the action so taken, is signed either before or after such action by all Directors. All written consents shall be filed with the minutes of the Board's proceedings.
E. Meeting by Telephone or Similar Communications. The Board of Directors may participate in meetings by means of conference telephone or similar communications equipment, whereby all directors participating in the meeting can hear each other at the same time, and participation in any such meeting shall constitute presence in person by such Director at such meeting. A written record shall be made of all actions taken at any meeting conducted by means of a conference telephone or similar communications equipment.
ARTICLE VII
General
A. Fiscal Year. The Foundation shall keep its books and accounting records with the fiscal year commencing on January 1st and all required returns shall be filed on such basis.
B. Principal Office. The principal office of the Foundation shall be at such place as the Board of Directors may by resolution designate from time to time. The Foundation may also maintain additional offices at other places as the Board of Directors may from time to time designate.
C. Corporate Seal. The corporate seal shall be circular in form and bear the name of the Foundation, and the words "Corporate Seal."
D. Duration. The period of duration of the Foundation shall be perpetual, subject to dissolution only upon approval and adoption by the Board of Directors, at an annual or special meeting. Upon dissolution of the Foundation, the Directors of the Foundation shall, after payment of or due provision for all liabilities of the Foundation, dispose of all of the assets of the Foundation, exclusively for and in accordance with the charitable, educational and religious purposes of the Foundation, as set forth in the Articles of Incorporation and these Bylaws. Any such assets not so disposed of by the Directors shall be placed in the custodianship of, and disposed of by, the United States District Court with jurisdiction over this State exclusively for and in furtherance of the charitable, educational and religious purposes set forth in the Articles of Incorporation and these Bylaws.
ARTICLE VIII
Notices
A. Form and Delivery. Any notice required or permitted to be given to any Director or officer shall be given in writing, either personally or by first-class mail with postage prepaid, or by telegram, charges prepaid, to the recipient at his or her address, as it appears in the records of the Foundation for this purpose. Personally delivered notices shall be deemed to be given at the time they are delivered at the address of the named recipient as it appears in the records of the Foundation, mailed notices shall be deemed to be given at the time they are deposited in the United States mail and notice to a Director by telegram shall be deemed given at the time delivered at such address.
B. Waiver and Effect of Attendance. Whenever any notice is required to be given by law, the Articles of Incorporation or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time for the meeting stated therein, shall be the equivalent of the giving of such notice. In addition, any Director who attends a meeting of Directors in person or by telephone conference (or similar communications) shall be deemed to have had timely and proper notice of the meeting, unless such Director attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
ARTICLE IX
Prohibited Activities
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributed to, Directors or officers of the Foundation, except that the Foundation shall have the authority and power to pay reasonable compensation for services actually rendered to or for the Foundation or reimburse expenses incurred on its behalf. No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Foundation, or applicable law of this State, the Foundation shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future federal income tax law) and exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future internal revenue law).
ARTICLE X
Indemnification and Exculpation
Subject to the condition that no action shall be taken under this Article X if it would result in the imposition of tax under either Section 4941 or 4945 of the Internal Revenue Code of 1986 (or the corresponding provision of any future internal revenue law), the Foundation shall indemnify each current or past member of the Board of Directors, employee, and agent of the Foundation (the "Indemnities") pursuant to the laws of this State to the full extent permitted thereby.[2] In each and every situation where the Foundation may do so under such section, the Foundation hereby obligates itself to so indemnify the Indemnities, and in each case, if any, where the Foundation must investigate on a case-by-case basis prior to indemnification, the Foundation hereby obligates itself to do so. To the extent not prohibited by this State's applicable law, nor made taxable by Section 4941 or 4945 of the Internal Revenue Code of 1986, the Indemnities shall be free from liability to the Foundation except for their own individual willful misconduct or actions taken in bad faith. The Board of Directors may also authorize the purchase of insurance to cover either the Indemnities or the Foundation for liability arising from actions taken by Indemnities in their service of the Foundation.
ARTICLE XI
Amendments
These Bylaws may be modified, altered or amended by the Board of Directors at any meeting thereof by an affirmative vote of the majority of the Board of Directors. No Bylaw may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Foundation.
Adopted on this day of , 20 _ .
Attested to by signature of the Corporate Secretary: .
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