ARTICLE I. PURPOSES
Section 1. Purposes: The purposes of the Raleigh Kiwanis Foundation, Inc. (hereinafter
"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, Wake County,
State of North Carolina, and for the promotion of social welfare of its people.
The Corporation shall serve as the charitable arm of the Kiwanis Club of
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 the accumulated
principal funds of the Corporation, 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.
Within thirty days immediately after December 31st of the preceding year, the
Board of Directors, at its discretion, may distribute not less than 4 percent
nor greater than 9 percent of the Corporation's "funds" as of December 31st of
the preceding year with all distributions being in compliance with all Federal
Internal Revenue Service rules and regulations, 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.
ARTICLE II. MEMBERS
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
any member of the Corporation, as set out in these Bylaws.
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.
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.
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.
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 Kiwanis Club of Raleigh Newsletter to each member entitled to vote at
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 North Carolina
General Statute, Chapter 55A, the North Carolina Nonprofit 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.
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 number of votes cast 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.
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. Members are entitled to vote only on matters specifically identified in these
Bylaws (election and removal of directors and amendments to Bylaws), and except
for those matters, members have no voting rights.
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 a majority of the votes cast 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,
notwithstanding the withdrawal of sufficient members to leave less than a
ARTICLE III. DIRECTORS
General Powers: The business and affairs of the Corporation shall be managed by
the Board of Directors or by such committees as the Board of Directors may
establish pursuant to these Bylaws.
Number and Qualifications: The number of directors serving on the Board of
Directors 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 Directors of this Corporation during their terms of
office without voting rights as directors. Each director shall hold office until
his/her death, resignation, retirement, removal, disqualification, or until
his/her successor is elected and qualifies. Directors must be members of the
Nominations: Nominations shall be made each year by the Nominating Committee of The
Corporation. Nominations shall include at least three (3) members for the positions of Director whose terms
expire on December 31st of that year. Nominations may also be made from the floor during the annual meeting.
Appointment of Nominating Committee: At a regular meeting of the Board of Directors at least five (5) weeks
prior to the annual meeting, the President shall appoint a Nominating Committee. The Nominating Committee shall consist of not less than three (3) members
and, if possible, a majority shall be Past Presidents of the Corporation and of the Kiwanis Club of Raleigh. The
President shall designate the chairman of this Nominating Committee. The duties of this Nominating Committee shall be to submit nominations,
with the consent of those nominated, and to prepare a slate of directors for election.
Election and Term of Directors: At each annual meeting of the Corporation there
shall be elected three (3) of the (9) nine directors, each to serve for a term
of three (3) years. Those persons who receive the highest number of votes shall
be deemed to have been elected.
Section 6. Removal: Directors may be removed from office by vote of two thirds of members
of the Corporation constituting a quorum at any meeting of the Corporation. If
any directors are so removed, new directors may be elected at the same meeting.
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 8. 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 of Directors.
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.
Committees: The Board of Directors may appoint such other committees as shall be
necessary and appropriate for the orderly management of the Corporation.
MEETINGS OF DIRECTORS
Regular Meetings: Regular meetings of the Board of Directors shall be held at
Special Meetings: Special meetings of the Board of Directors may be called by or
at the request of the President, or any two Directors.
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.
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.
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
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. The President and Vice President shall
be members of the Board of Directors. No person may hold, simultaneously, the
office of President and Secretary.
Election and Term: The officers of the Corporation shall be elected by the Board
of Directors. Election of officers
shall be completed by the Directors in office after the annual meeting but
before December 31st each year. Each officer shall hold office until
his/her death, resignation, retirement, removal, disqualification, or until
his/her successor is elected and qualifies.
Removal: Any officer or agent elected or appointed by the Board of Directors may
be removed by the Board of Directors.
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/she
shall see that all orders and resolutions of the Board of Directors are carried
He/she shall, when present, preside at all meetings of members.
He/she 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/she 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
Vice President: At the request of the President or in his/her 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/her by the Board of
Secretary: The Secretary shall keep accurate records of the acts and proceedings
of all meetings of the Corporation and the Board of Directors. He/she shall give
all notices required by law and by these Bylaws. He/she shall have general
charge of the Corporation books and records and of the corporate seal, and
he/she shall affix the corporate seal to any lawfully executed instrument
requiring it. He/she shall sign such instruments as may require his/her
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.
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/she shall keep full and
accurate accounts of the finances of the Corporation in books especially
provided for that purpose; and he/she 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 three 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/her office and such other duties as may be assigned to him/her 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.
CONTRACTS, LOANS, DEPOSITS, ETC.
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
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.
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.
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
VII. GENERAL PROVISIONS
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.
Waiver of Notice: Whenever any notice is required to be given to any member or
director under the provisions of North Carolina General Statute, Chapter 55A,
the North Carolina Nonprofit 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 a calendar year beginning January 1st and ending December 31st of each year.
Section 4. Amendments:
After approval by the Board of Directors, amendments to the Bylaws may be made
by a majority of the votes cast by 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 Kiwanis Club of Raleigh Newsletter at least fourteen (14) days
prior to the meeting at which a vote on the proposed amendment is taken.
Indemnification: Any person who at
any time serves or has served as a member of the Board of Directors or officer
of the Corporation, or in such capacity (as officer or Director) at the
request of the Corporation for any other corporation, whether for profit or
nonprofit, limited liability company or partnership shall have the right to be
indemnified by the Corporation to the fullest extent permitted by law against
(a) reasonable expenses, including attorney’s fees actually and necessarily
incurred by him/her in connection with any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and whether or not brought by or on behalf of the Corporation,
seeking to hold him/her liable by reason of the fact that he/she is or was
acting in such capacity and (b) reasonable payments made by him/her in
satisfaction of any judgment, money decree, lien, penalty, or settlement for
which he/she may have become liable in any such action, suit, or proceeding.
The Corporation may from time to time on an individual basis and in the
sole discretion of the Board of Directors extend the foregoing rights to
indemnification to other employees or agents of the Corporation.
To the extent permitted by law, expenses incurred by a Director or officer in
defending a civil, criminal or administrative action, suit or proceeding shall
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of such
Director or officer to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified hereunder by the
Notwithstanding any of the foregoing, the Corporation shall not indemnify any
person against liability or expenses the person may incur on account of
activities of such person which, at the time taken, were known or believed by
him/her to be clearly in conflict with the best interests of the Corporation or
if the person received an improper personal benefit.
The Board of Directors shall take all such action as may be necessary and
appropriate to authorize the Corporation to pay the indemnification provided by
this Article, including without limitation, (i) the determination of whether
indemnification is permissible in the circumstances in accordance with the
standard of conduct required herein and in North Carolina General Statute,
Chapter 55A, the North Carolina Nonprofit Corporation Act, and (ii) the
evaluation of the reasonable amount of indemnity due to such Director or
End of the Raleigh Kiwanis Foundation, Inc., Bylaws.
Adopted, as Revised, this 5th day of October, 2012.