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WALNUT COUNCIL FOUNDATION, INC.
BY-LAWS
As adopted June 12, 2000
As amended March 7, 2002
As amended June 24, 2002
PREAMBLE
The corporation is a support organization for the Walnut
Council, Inc. of Indiana, organized to be completely controlled by the Board of
Directors of the Walnut Council, Inc., unless otherwise affirmatively indicated.
Use of masculine pronouns herein shall be deemed to include the feminine person.
ARTICLE I
Offices
The principal office of the corporation shall be located in
Boone County, Indiana. The registered office of the corporation required
to be maintained in Indiana by its Not-for-Profit Corporation Act may at any
time be, but need not be, identical with the principal office.
ARTICLE II
Purposes
Section 1.
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The purposes for which the corporation is formed are set
forth in its Certificate of Incorporation and as stated herein. The
Walnut Council Foundation, Inc. was created exclusively for charitable and
educational purposes, including, for such purposes, the making of
distributions to organizations that qualify as exempt organizations under
Section 501 (c)(3) of the Internal Revenue Code, or corresponding section
of any future federal tax code, which are incorporated by reference into
these By-Laws and will govern the action of its Directors and give to such
Directors direction as to the application of funds created for this
purpose. |
| Section 2.
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A. The corporation will distribute its income for
each tax year at such time and in such manner as not be become subject to
the tax on undistributed income imposed by Section 4942 of the Internal
Revenue Code, or corresponding section of any future federal tax code.
B. The corporation will not engage in any act of self-dealing as
defined in Section 4941 (d) of the Internal Revenue Code, or corresponding
section of any future federal tax code.
C. The corporation will not retain any excess business holdings
as defined in Section 4943 (c) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
D. The corporation will not make any investments in such manner
as to subject it to tax under Section 4944 of the Internal Revenue Code,
or corresponding section of any future federal tax code.
E. The corporation will not make any taxable expenditures as
defined in Section 4945 (d) of the Internal Revenue Code, or corresponding
section of any future federal tax code. |
ARTICLE III
Board of Directors
Section 1.
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BOARD OF DIRECTORS
There shall be a seven (7) person Board of Directors of the corporation of
high moral, mental and experience for the sole purpose of distributing the
income. The persons so selected shall constitute the Board of
Directors of the corporation |
Section 2.
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GENERAL POWERS
The affairs of the corporation shall be managed by its Board of Directors. |
Section 3.
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NUMBER, TENURE AND QUALIFICATIONS
The number of Directors shall be seven (7). Each Director shall hold
office until his or her successor is elected. In the event of a
vacancy by death or resignation, the Walnut Council Board of Directors
shall elect a successor to fill such vacancy. |
Section 4.
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REGULAR MEETINGS
Regular meetings of the Board shall be held in the months of March/April,
July/August and October/November at such place as the Board may designate.
The July/August meeting shall constitute the annual meeting of the Board. |
Section 5.
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SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the
request of any one Director. The person or persons authorized to
call special meetings of the Board may fix any place as the place for
holding any special meetings of the Board called by them. |
Section 6.
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NOTICE
Notice of any special meeting of the Board of Directors shall be given at
least fourteen (14) days prior thereto by written notice delivered
personally or sent by mail to each Director at his address as shown by the
records of the corporation. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail in a sealed
envelope so addressed, with postage thereon prepaid. Any Director
may waive notice of any meeting. The attendance of a Director at any
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 is not lawfully called or
convened. The business to be transacted at the meeting shall be
specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these By-Laws. |
Section 7.
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QUORUM
A majority of members of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board. |
Section 8.
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VACANCIES
The Board of Directors of the Walnut Council may at any time elect a
successor to fill any vacancy on the Board. |
ARTICLE IV
Officers
Section 1.
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OFFICERS
The officers of the corporation shall be a President, a Vice-President, a
Secretary/Treasurer, three (3) Board Members and the sitting President of
the Walnut Council, Inc. |
Section 2.
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ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected at the annual meeting of
the Board of Directors. At the first annual meeting, two (2)
officers will be elected for a one year term, two (2) for a two (2) year
term and two (2) for a three (3) year term. Thereafter each officer
will serve for a three (3) year term. |
Section 3.
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PRESIDENT
The President shall be the principal executive officer of the corporation
and shall in general supervise and control all of the business and affairs
of the corporation. He shall preside at all meetings of the Board of
Directors. He may sign, with the Secretary or any other proper
officer of the corporation authorized by the Board of Directors, any
deeds, mortgages, bonds, contracts or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws or by Statute to some other officer or agent
of the corporation; and in general he shall perform all duties incidental
to the office of President and such other duties as may be prescribed by
the Board of Directors from time to time. |
Section 4.
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VICE-PRESIDENT
In the absence of the President, or in the event of his inability to act,
the Vice-President shall perform the duties of the President, and when so
acting, shall have all of the powers and be subject to all the
restrictions upon the President. Any Vice-President shall perform
such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. |
Section 5.
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SECRETARY/TREASURER
If required by the Board of Directors, the Secretary/Treasurer shall give
a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. He
shall have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, and deposit all
such moneys in the name of corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions
of Article VI of these By-Laws. The Secretary/Treasurer shall keep
the Minutes of the meetings of the Board of Directors in one or more books
provided for that purpose; see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; be
custodian of the corporate records; and perform all duties incidental to
the office of Secretary/Treasurer and such other duties as from time to
time may be assigned to him by the President of Board of Directors |
ARTICLE V
Committees
Section 1.
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GENERAL
The Board of Directors may establish any standing and special committees. |
Section 2.
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APPOINTMENTS
Appointments to all committees and the designation of the Chairman of each
shall be made by the President, subject to the confirmation of the Board
of Directors at its first meeting after appointment. |
ARTICLE VI
Contracts, Checks, Deposits and Funds
Section 1.
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CONTRACTS
The Board of Directors may authorize any officer or officers, agent or
agents of the corporation, in addition to the officers so authorized by
these By-Laws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances. |
Section 2
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FINANCIAL INSTRUMENTS
All financial instruments shall be signed by the Secretary/Treasurer or
such agent as shall be designated by the Board of Directors. |
Section 3.
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DEPOSITS
All funds of the corporation shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select. |
| Section 4. |
GIFTS
The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest or device for the general purpose or for any
special purpose of the corporation. |
ARTICLE VII
Books and Records
The corporation shall keep correct and complete books and
records of account and shall also keep Minutes of the meetings of the Board of
Directors and committees having any of the authority of the Board of Directors
and shall keep at the registered or principal office a record giving the names
and address of the members entitled to vote. All books and records of the
corporation may be inspected by any officer or his agent or attorney for any
proper purpose at any reasonable time.
ARTICLE VIII
Fiscal Year
The fiscal year of the corporation shall begin on the first day
of January and end on the thirty-first day of December in each year.
ARTICLE IX
Seal
The Board of Directors may provide a corporate seal.
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given under the Statutes
of Indiana, or under the provisions of the Articles of Incorporation or the
By-Laws of the 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 deemed equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended or repealed and new
By-Laws be adopted by a two-thirds (2/3) majority of the Directors present at
any regular meeting or any special meeting.
ARTICLE XII
Dissolution
A dissolved corporation continues the corporation's corporate
existence, but may not carry on activities, except those appropriate to wind up
and liquidate the corporation's affairs, including (1) preserving and protecting
the corporation's assets and minimizing the corporation's liabilities; (2)
discharging or making provision for discharging the corporation's liabilities
and obligations; (3) disposing of the corporation's properties that will not be
distributed in kind; (4) returning, transferring or conveying assets held by the
corporation upon a condition requiring return, transfer or conveyance that
occurs by reason of the dissolution, in accordance with the condition; (5)
transferring, subject to any contractual or legal requirements, the
corporation's assets as provided in or authorized by the corporation's Articles
of Incorporation or By-Laws; (6) doing any other act necessary to wind up the
corporation's affairs and liquidate the corporation's assets, including the
transfer of any escheated assets to the State under IC 23-17-301 (b).
Dissolution of a corporation does not (1) transfer title to the
corporation's property; (2) subject the corporation's Directors or officers to
standards of conduct different from those under this title; (3) change quorum or
voting requirements for the corporation's Board of Directors or members;
requirements for amending the corporation's By-Laws; (4) prevent commencement of
a proceeding by or against the corporation in the corporation's corporate name;
(5) abate or suspend a proceeding pending by or against the corporation on the
effective date of dissolution; (6) terminate the authority of a Registered
Agent.
Upon the dissolution of the corporation, assets shall be
distributed for one or more exempt purposes within the meaning of Section 501
(c)(3) of the Internal Revenue Code, or corresponding section of any future
federal tax code, or shall be distributed to the federal government, or to a
state or local government, for a public purpose. Any such assets not so
disposed of shall be disposed of by the Court of Common Pleas of the county in
which the principal office of the corporation is then located, exclusively for
such purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
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