DRAFT. RESTATED ARTICLES OF INCORPORATION OF ROTARY CLUB OF ST. THOMAS FOUNDATION, INC. As amended February, 2008

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1 DRAFT RESTATED ARTICLES OF INCORPORATION OF ROTARY CLUB OF ST. THOMAS FOUNDATION, INC. As amended February, 2008 We, the undersigned, all of full age, of St. Thomas, U.S. Virgin Islands, desiring to form a non-profit corporation, pursuant to the provisions of Chapter 3, Title 13, of the Virgin Islands Code of Laws, do hereby make, sign and acknowledge the following as and for the Articles of Incorporation of this corporation. Deleted: December Deleted: 7 I. NAME: The name of the corporation shall be: ROTARY CLUB OF ST. THOMAS FOUNDATION, INC. II. PURPOSES: The purposes for which the corporation is formed are to do any and all things hereafter set forth, to the same extent as natural persons might or could do, in the Virgin Islands of the United States, or elsewhere, namely: a) To acquire by purchase, lease or otherwise personal and/or real property, and to improve, use and develop the same for its purposes, and to sell, assign, transfer, mortgage, or otherwise dispose of the same as may be desirable or necessary. b) To receive contributions from individuals, firms and associations to aid in carrying on the lawful activities of the corporation and to enter into such contracts, agreements, and other legal documents necessary in connection with its operations; and to accept any gift, devise, or bequest of money or property, or the income therefrom, whether such gift, devise or bequest be in fee, or trust, for such uses as may be described by its donor testator, or to determine the advisability of accepting any such gift, devise, or bequest of money or property or of the income therefrom. c) To administer such property or funds unless otherwise specifically provided by the terms of the gift, devise or bequest. To sell, lease, transfer or exchange all or any part of its property under such terms and conditions as the Board of Directors may deem best. To invest or re-invest any of the corporation s funds in such forms of investment, including securities, as the Board of Directors shall from time to time determine, and in making such investments, or in retaining investments coming to the corporation, the Board of Directors shall not be required to conform to any laws restricting the forms of investment in which trust funds may be invested and also restricting the proportions of the funds of a trust that may be 1

2 invested in particular types of investment, nor shall they be required to comply with any amendments hereinafter enacted to such laws. d) To make loans or gifts from the income or principal of funds in its possession, subject to the terms and provisions of the trust under which it received the same, to or for the benefit of any humane, charitable, or educational purpose. e) In general to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the Virgin Islands Code, and to do any and all things hereinafter set forth to the same extent as natural persons might or could do in the Virgin Islands or elsewhere III. PRINCIPAL OFFICE: The principal office of the corporation shall be located in the Tunick Building, 1336 Beltjen Road, Suite 300, St. Thomas, Virgin Islands, and its Resident Agent is James D. Tunick. IV. DURATION: The period of duration of the corporation shall be perpetual, commencing on the filing date of the original Articles. V. DIRECTORS: The management and control of the corporation shall reside in the Board of Directors. a) The Bylaws of the Corporation shall set the number of Directors, which shall not be less than nine, one-third of whom shall be elected by the membership of the corporation at each annual meeting of the corporation as provided in the By-Laws. b) The Board of Directors shall annually elect officers, to wit, a President, a Secretary, and a Treasurer. Deleted: Vice President, VI. MEMBERSHIP: All active members of the Rotary Club of St. Thomas shall be active members of the corporation. Members shall automatically be discharged when they cease to be members of the Rotary Club of St. Thomas. VII. OTHER PROVISIONS: In furtherance of the general powers conferred by, and subject to the conditions and limitations of the Virgin Islands Code, the Board of Directors is expressly authorized: a) To adopted Bylaws for the governance of the corporation, subject to the right of the members to amend or repeal same; Deleted: government b) To purchase, mortgage or sell real or personal property as the purposes of the corporation may require; 2

3 c) To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation; d) To amend, alter, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon members therein are granted subject to this reservation. 3

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5 DRAFT RESTATED BYLAWS OF ROTARY CLUB OF ST. THOMAS FOUNDATION, INC. (a Not-For-Profit Corporation) ARTICLE I NAME AND OFFICE Section 1. NAME The name of this organization shall be the Rotary Club of St. Thomas Foundation, Inc. (hereinafter referred to as the Foundation ). Section 2. PRINCIPAL OFFICE The principal office of the Foundation shall be located in the Tunick Building, 1336 Beltjen Road, Suite 300, in the city of Charlotte Amalie, island of St. Thomas, Territory of the U.S. Virgin Islands. The Foundation may also have such offices at such other places within or without the Territory as the Board of Directors may from time to time determine. ARTICLE II PURPOSE, POLICY AND STRUCTURE Section 1. PURPOSE The purpose of the Foundation shall be to assist the Rotary Club of St. Thomas in serving the St. Thomas community to improve the quality of life for both existing residents and future generations. Its primary goal is to establish and manage a growing collection of permanent funds, the income from which will provide the Rotary Club of St. Thomas with the ability to enhance the educational, physical, social, cultural and environmental well being of the community, as well as to support the international aspects of the Rotary movement. Section 2. STRUCTURE The Foundation shall be a non-profit (501c (3) corporation governed by an elected Board of Directors. ARTICLE III MEMBERSHIP Deleted: r Deleted: Section 2. POLICY The assets of the Foundation represent a growing collection of permanent endowment funds intended to assist the Rotary Club of St. Thomas in enhancing the educational, physical, social, cultural, and environmental well being of the people of St. Thomas. Deleted: 3 Section 1. MEMBERSHIP The membership of the Foundation shall consist of all members in good standing of the Rotary Club of St. Thomas. Honorary members are not members of the Foundation 1

6 Section 2. REVOCATION The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution, or liquidation of the Foundation. ARTICLE IV BOARD OF DIRECTORS Section 1. MANAGEMENT The management and control of the Foundation shall reside in the Board of Directors. Deleted: a Section 2. QUALFICATIONS Each director shall be a member in good standing of the Rotary Club of St. Thomas. Section 3. COMPOSITION The Board of Directors shall consist of nine (9) persons. One-third of the directors (3) shall be elected by the general membership of the Rotary Club of St. Thomas at each Annual Meeting of the Foundation. The current President and Treasurer of the Rotary Club of St. Thomas shall serve as ex-officio (non-voting) members of the Board. Section 4. TERM A director shall serve for a term of three years. Each director shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided. Section 5. REMOVALS AND RESIGNATIONS a) Removal. Any or all of the members of the Board of Directors may be removed with or without cause by vote of the members of the Foundation. The Board of Directors may remove any director thereof for cause only. b) Resignation. A director may resign at any time by giving written notice to the President of the Foundation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such office. Acceptance of such resignation shall not be necessary to make it effective. Deleted: OF OFFICE Deleted: Board of Directors or to an officer Section 6. VACANCIES Any vacancy occurring on the Board of Directors by reason of the resignation, death or disqualifica6tion of a member may be filled by a majority vote of the remaining members of the Board and the individual so elected shall complete the balance of the unexpired term. 2

7 Section 7. POWERS AND DUTIES The Board of Directors shall have full charge of the property and business of the organization with full power and authority to manage and conduct same. It shall plan and direct the work necessary to carry out the program in accordance with the Purpose of the organization. The Board shall be the authority to issue all written and oral statements. Section 8. COMMITTEES a) Annual Meeting. An Annual Meeting of the Board of Directors shall be held as soon as possible and no more than sixty (60) days after receipt of financial statement from the auditor. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time. b) Regular Meetings. There shall be at least three (3) regular meetings of the Board of Directors annually. c) Special Meetings. The Foundation President may call special meetings of the Board of Directors and shall call a special meeting upon the request of four (4) members of the Board. Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. d) Notice. The notice of any meeting need not specify the purpose of such meeting, except for Special Meetings. Section 10. QUORUM A majority of the members of the Board of Directors shall constitute a quorum. ARTICLE VI NOMINATIONS AND ELECTIONS Section 1. NOMINATING COMMITTEE The Nominating Committee, consisting of three (3) members of the Foundation Board appointed by the Foundation President at least sixty (60) days prior to the Annual Meeting, shall nominate directors for the new terms. Section 2. REPORT OF THE NOMINATING COMMITTEE AND NOMINATIONS FROM THE FLOOR The report of the Nominating Committee shall be presented to the membership at the regular club meeting held one month prior to the date of the election. Immediately following this report, nominations may be made from the floor by any member in good standing and seconded by another member in good standing, provided the consent of the individual nomination shall have been secured. The names of persons so nominated shall also be placed on the ballot. Section 3. ELECTIONS a) Election. The election shall be held at the Annual Meeting of the Foundation and shall be by ballot, provided that when there is but one Deleted: mission statement Deleted: four (4) Deleted: No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Deleted:. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends a meeting without protesting the lack of notice to him. Deleted: In the instance that no quorum can be convened, at least two (2) officers and two (2) directors present shall constitute an Executive Committee with all powers and duties granted to the Board of Directors, except for the removal of one or more directors when a majority of the Board is required. Deleted: officers Deleted: The report of the Nominating Committee of its nominations for directors shall appear in the Sparks newsletter for three consecutive weeks prior to the date of the Annual Meeting. Deleted: also Deleted: voting Deleted: Deleted: voting 3

8 nominee for each directorship, the secretary may be instructed to cast the ballot for every nominee. A majority of those qualified to vote and voting shall constitute an election. Absentee or proxy voting shall not be permitted. b) Ballot. Each member shall receive a printed ballot with all candidates for the Board of Directors. ARTICLE VI OFFICERS Section 1. ELECTION OF OFFICERS The Board of Directors shall elect officers at its Annual Meeting. The Officers of the Board of Directors shall be president, secretary and treasurer. Deleted: office Deleted: column Deleted: consisting Deleted: of two columns, if necessary, containing an alphabetical list of Deleted: The left hand column shall contain the names of person nominated by the Nominating Committee. The right hand column shall contain the names of person nominated from the floor. Deleted: vice-president, Section 2. TERM OF OFFICE Each office shall hold office for a term of one year until the following Annual Meeting of the Board of Directors, and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time. Section 3. DUTIES OF THE OFFICERS a) The President shall be the chief executive officer of the Foundation, and shall have the responsibility for the general manager of the affairs of the Foundation, and shall carryout the resolutions of the Board of Directors. The President shall be, ex-officio, a member of all committees, except the Nominating Committee. The President shall preside at all meetings with the exception of committee meetings. b) The Secretary shall keep minutes of all meetings of the Foundation and all meetings of the Board of Directors; shall have custody of the seal of the Foundation, and shall affix the same to documents duly authorized by the Board of Directors; shall serve all notices for the Foundation, which shall have been authorized by the Board of Directors and shall have charge of all books and records of the Foundation; and shall perform such other functions as may be incident to the office or assigned to him by the President or Board of Directors. c) The Treasurer shall have the care and custody of all of the funds and securities of the Foundation, and shall deposit said funds in the name of the Foundation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Foundation when counter-signed by the President and may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors and counter-signed by the President. ARTICLE VII Deleted: <#>The Vice President shall, in the absence, disability or death of the President, possess all the powers and perform all the duties of that office, until such time as the Board of Directors shall select one of its members to fill the vacancy. The Vice-President shall perform such other duties as may be prescribed by the President or Board of Directors from time to time. Formatted: Bullets and Numbering Deleted:. Deleted: He Deleted:. He Deleted:. He Deleted:. He Deleted: RIVEL 4

9 MEETING OF MEMBERS Section 1. GENERAL At every meeting of members, there shall be presented a list or record of members as for the record date, certified by the officer responsible for its preparation, and upon request therefore, any member who has given written notice to the Foundation, which request shall be made at least ten (10) days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and al persons whose names appear on such list or record to be members may vote at such meeting. Section 2. PRESIDING OFFICER Meetings of the members shall be presided over by the following officers, in order of seniority: President, Secretary, and Treasurer. The Secretary shall act as Secretary at every meeting. When the Secretary is not available, the presiding officer may appoint a secretary of the meeting. Section 3. ORDER OF BUSINESS The order of business at all meetings of the members shall be as follows: Roll call Acceptance of the minutes of the preceding meeting Committee reports Officers reports Old Business New Business Section 4. APPOINTMENT OF INSPECTORS The directors may, but need not, appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed, the presiding officer of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, the number of memberships represented at the meeting, and the existence of a quorum. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and perform such acts as are proper and necessary to conduct the election or vote of all members. The inspectors shall make a report in writing of all matters determined by them with respect to such meeting. Section 5. QUORUM A quorum shall consist of 50% of the members in good standing. Section 6. ANNUAL MEETING The Annual Meeting of members of the Foundation shall be held within 3 months of the end of the fiscal year. Deleted: Vice-President, or if none of the foregoing is in office or present at the meeting, by a Chairman to be chosen by the majority of the members in attendance. Deleted: Reading Deleted: Report of standing committees Deleted: Except as provided by law, the members entitled to cast a majority of the total number of votes entitled to be cast at the meeting shall constitute a quorum at a meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum. Each membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast, provide that the majority of the affirmative votes cast shall be at least equal to a quorum. Deleted: on the last regular meeting day in July, each year, of the Rotary Cub of St. Thomas. Directors will be elected this meeting. 5

10 At each Annual Meeting of members, the Board of Directors shall present an annual report. Such report shall be filed with the records of the Foundation and entered in the minutes of the proceedings of such Annual Meeting of members. Section 7. SPECIAL MEETINGS Special Meetings of members of the Foundation may be held on such date or dates and at such place within the Territory as the Board of Directors of the Foundation may from time to time fix. Special meetings may be called by the Board of Directors or by any officer of the Foundation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, which shall be called by the Secretary on behalf of the members, when required to do so by law. Deleted: or without Section 8. NOTICE Written notice (either hard copy or ) stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. a) Annual Meeting. Notice for an Annual Meeting shall state that the meeting is being called for the election of directors and for the transactions of such other business as may properly come before the meeting. b) Special Meeting. Notice of a Special Meeting shall state the purpose or purposes for which the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. ARTICLE VIII AMENDMENTS Section 1. Amendments The Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose. ARTICLE IX MISCELLANEOUS SECTION 1. RECORDS The Foundation shall keep, at its principal office, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors as well as a list or record containing the names and addresses of all members. Section 2. CORPORATE SEAL The corporate seal shall be in such form, as the Board of Directors shall from time to time prescribe. Section 3. FISCAL YEAR The Fiscal year of the Foundation shall be April 1 through March 31 of each year. 6

11 Section 4. RULES OF BUSINESS The Foundation shall be governed in all meetings, where not otherwise specifically provided, by the Robert s Rules of Order. Date of Approval: 7

BY-LAWS OF TIMBERWOOD VILLAGE HOMEOWNERS ASSOCIATION, INC (A Not-For-Profit Corporation) ARTICLE I OFFICES

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