BY-LAWS OF THE LEISURE CAREERS FOUNDATION OF THE GEORGIA RECREATION AND PARK ASSOCIATION, INC. ARTICLE I Name, Seal and Central Office

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1 BY-LAWS OF THE LEISURE CAREERS FOUNDATION OF THE GEORGIA RECREATION AND PARK ASSOCIATION, INC. ARTICLE I Name, Seal and Central Office Name In accordance with the agreement entered into in November 1969, with the Georgia Recreation and Park Association, Inc., the name of the organization is the Leisure Careers Foundation. Seal The Leisure Careers Foundation may have a seal of such design as its Board of Governors may adopt. Office The Georgia Recreation and Park Association office shall be the professional office of the Board of Governors. ARTICLE II Definitions Defined The Leisure Careers Foundation is a trust created by the Georgia Recreation and Park Association Board of Trustees to administer a funding source for GRPA members pursuing professional development in academic relevant pursuits in the recreation, park, and conservation profession. The foundation will also support a professional student outreach program to the State of Georgia s institutions of higher learning. Tax Status This Foundation is a non-profit, organization in accordance with Section 501(c)(3) of the Internal Revenue Code of 1954 or any amendments thereto which may be hereafter enacted. H Leisure Careers Foundation (revised )

2 ARTICLE III Purpose and Objectives Purpose The purpose of this foundation shall be to administer funds and programs that enhance professional development in the field of recreation, parks, conservation and leisure services in the State of Georgia. Objectives A. To help alleviate the need for trained professional employees in the field of recreation, parks, and conservation in the State of Georgia. B. To provide an incentive for qualified persons to embark upon a career in recreation, park, and conservation professions. C. To provide assistance to qualified persons in acquiring formal training in institutions of higher learning in Georgia. D. To develop and support an active program of recruitment of qualified young people to the profession of recreation, park, and conservation. E. To support worthy research projects pertinent to the recreation, park, and conservation fields particularly as it relates to the State of Georgia F. To provide scholarship funds for professional development training of Georgia Recreation and Park Association members. G. To promote certification as a means to ensure professional competence through activities that recognize certified professionals, continuing education achievements, and certification requirements in job specifications. ARTICLE IV Powers Association The Leisure Careers Foundation shall have powers congruent with the Georgia Recreation and Park Association, Inc., Charter and By-Laws to establish, provide, and maintain activities necessary to carry out the functions of the agreement establishing the Foundation as determined by the Foundation/s Board of Governors. H Leisure Careers Foundation (revised )

3 Powers A. Make rules and regulations regarding the issuing of loan/scholarship funds to individuals, to establish criteria by which individuals are selected. B. Administer all funds in the Trust. C. Accept in the name of the Foundation any grant of funds made by a governmental agency or private agency or organization for the exclusive purposes of carrying out the mandates of this indenture. D. Accept gifts, bequests, devises, and endowments to be used in carrying out the mandates of this indenture. E. Solicit in the name of the Foundation and the Association funds for the purposes specified in this indenture. F. Conduct or support research in the recreation, park, and conservation field. G. Establish rules, deadlines and committees to carry out the objectives of the Foundation. ARTICLE V Foundation Year Year The Foundation=s year shall correspond with that of the Georgia Recreation and Park Association, Inc. ARTICLE VI Board of Governors Membership The Board of Governors shall be composed of twelve (12) members appointed by the Trustees of the Georgia Recreation and Park Association, Inc., after receiving input from the District Commissioner of the District where a vacancy occurs. These twelve (12) members shall be appointed as follows: Seven (7) appointed from various districts of the Georgia Recreation and Park Association, Inc. and five (5) appointed at large. Not less than three-fourths of the members appointed to the Board of Governors shall be employed full time in the recreation, park, and conservation fields and in good standing as members of the Georgia Recreation and Park Association. H Leisure Careers Foundation (revised )

4 All appointments to the Board of Governors shall be for terms of three (3) years after the initial appointments. The members of the Board shall be eligible for only two (2) consecutive terms or appointments by the Board of Trustees of the Georgia Recreation and Park Association provided they meet the requirements for membership on the Board. Requirements for Membership Board members representing Districts shall reside or work in the District they represent and shall have not less than five years professional experience in the recreation, park or conservation field. Starting in the year 1999, all members of the Leisure Careers Foundation Board of Governors shall be certified according to the appropriate professional level for their position and training. Attendance Board members failing to attend two (2) consecutive regular Board meetings without an absence excused by the Board and recorded in the minutes of the meeting, may be dropped from Board membership by unanimous vote of the Board of Governors and the Georgia Recreation and Park Association Board of Trustees shall be requested to appoint a replacement. Section 4. Compensation Members of the Board of Governors shall serve without compensation. ARTICLE VII Officers Officers The Board of Governors shall elect from its membership a Chairperson, Vice Chairperson, Secretary and Treasurer. Terms The terms of all Foundation officers shall be for one (1) year. All officers are eligible for re-election by the Board of Governors. Duties of Officers A. The Chairperson shall: 1. Preside at all meetings of the Board of Governors. H Leisure Careers Foundation (revised )

5 2. With the approval of the Board, appoint Chairpersons and members of all standing and other committees and may fill vacancies thereon. 3. Shall vote only in the case of a tie. 4. Co-sign checks with the treasurer. 5. Perform other duties generally associated with the position. B. The Vice-Chairperson shall: 1. Have such duties and powers as may be designated by the Chairperson of the Board. 2. Fulfill the duties of Chairperson in the absence or temporary incapacity of the Chairperson 3. Oversee the functioning of all committees. 4. Co-sign checks with the treasurer. C. The Secretary shall: 1. Keep a record of all proceedings in a permanent book. 2. Keep a record of attendance of all Board members. 3. Issue notices to the Board as directed by the Chairperson of the Board. D. The Treasurer shall: 1. Deposit the funds of the Foundation in such depositories as may, from time to time, be designated by the Board of Governors. 2. Prepare a financial report for each Board meeting. 3. Submit all records for audit as directed by the Board. Section 4. All officers shall be responsible for training their successors. ARTICLE VIII Removal of Privileges Loss of Voting Rights A member may lose voting rights if a. (S)he has two unexcused absences from any regular meeting or b. (S)he fails to maintain in good faith the requirements necessary to remain a member or to carry out in good faith the purposes of the Foundation. Loss of Office An Officer may be removed from office by acting in contradiction to the By- Laws or showing irresponsibility with the Foundation=s functioning through his/her duties. a. (S)he may be brought up for removal by a petition signed by a majority of the Board of Governors. H Leisure Careers Foundation (revised )

6 b. The accusers shall present their argument for removal at the earliest possible meeting provided the accused has been given not less than ten (10) working days to prepare a defense. c. A two-thirds (2/3) vote of the entire Board of Governors shall be required to remove the officer. Appeals/Reinstatement Any action taken under the auspices of this article may be appealed at the next regular meeting of the Board of Governors. A three-fourths (3/4) vote of the entire membership shall be required to reinstate the officer. ARTICLE IX Committees Ad Hoc Committees A. Ad Hoc Committees may be formed by the Chairperson with the advice and consent of the Board of Governors to address specific issues or questions. B. A chairperson shall be appointed for each Ad Hoc Committee established and shall report to the Board at specified times, all activities of the committee. ARTICLE IX Elections Procedures A. An election shall be conducted at the fourth quarterly meeting of each year for officers to serve for the following year. B. Nominations from the floor will be accepted in addition to the slate proposed by the Nominating Committee. C. Voting shall be conducted by secret ballot. D. A simple majority of members present is required to seat an officer. Vacancies A. In the event the chairperson=s position is vacated, the vicechairperson shall assume the duties and complete the term. H Leisure Careers Foundation (revised )

7 B. In the event that any other office is vacated, the Chairperson shall appoint a Board member to serve the remaining term with the advice and consent of two-thirds of the membership in attendance at the next regular meeting. ARTICLE XI Meetings Meeting Times The Board of Governors shall meet quarterly upon the call of the Chairperson to transact all official business of the Foundation. Board members shall be notified fifteen (15) days prior to scheduled time of the meeting with a tentative agenda. Special Meetings The Chairperson is empowered to call a special meeting of the Board of Governors provided that the Board members are notified in writing five (5) days prior to meeting date with purpose of special meeting. Quorum A simple majority of seated members on the Board of Governors shall constitute a quorum for transaction of all official business. Section 4. Order of Business The order of business for meetings of the Board of Governors shall be determined by the Chairperson with concurrence of the Board of Governors. The order of business may be altered or suspended at any meeting by a majority vote of the members present. ARTICLE XII The Foundation Program A written set of rules and regulations governing the scholarship/loan program, the professional development stipends, and all credentialing activities shall be adopted by the Board of Governors, printed in booklet form and shall constitute a manual of procedures for the Foundation. Procedures for amending the Manual of Procedures shall be the same as amending these By-Laws. H Leisure Careers Foundation (revised )

8 ARTICLE XIII Financial Policy Disbursement of Funds A. The Board of Governors shall give prior approval for expenditures of all Foundation Funds. B. All checks on Foundation funds shall be signed by either two (2) signatures of the Chairperson, Vice-Chairperson, or Treasurer of the Foundation. Gifts or Bequests The Board of Governors shall have the final authority to accept or reject any funds, gifts, bequests or property made available to the Foundation. Reports The Board of Governors shall require the Budget and Finance Committee of the Foundation to conduct an annual audit of all funds expended and to make a report to the Board of Trustees of the Georgia Recreation and Park Association, Inc. The report shall further stipulate the number and status of all individuals receiving financial assistance from the Foundation. Section 4. Independent Audit The financial records of the Foundation shall be subject to independent review by an outside firm or by a review committee made up of professional members of the GRPA Board of Trustees not less than every three years and each time a treasurer is replaced by resignation or election. Section 5. Restrictions The Leisure Careers Foundation is restricted from obligating the funds of the Georgia Recreation and Park Association, Inc., in any way whatsoever, except for those funds held under this Trust agreement. ARTICLE XIV Amendments to the By-Laws Tax Status No amendments may be made to the By-Laws which would remove it from the purview of Section 501(c)(3) of the Internal Revenue Code of 1954 or any amendments thereto which may be hereafter enacted. H Leisure Careers Foundation (revised )

9 Amendments Proposed amendments to these By-Laws must be submitted in writing to the Board of Governors thirty (30) days prior to a regular Board meeting. All amendments shall require five (5) votes of the entire Board of Governors for approval. Proposed amendments may not be acted upon at special called meetings. ARTICLE XV Parliamentary Reference Robert=s Rules of Order (Revised) shall govern all procedural matters not governed in these By-Laws. ARTICLE XVI Delegation of Powers The Leisure Careers Foundation is an entity of the Georgia Recreation and Park Association, Inc., as created in the 1969 agreement. All Powers not expressed in this document are hereby delegated to the Georgia Recreation and Park Association, Inc., Board of Trustees. All powers are granted to this Foundation by the Georgia Recreation and Park Association. Any action done by this entity is ultimately the responsibility of the Georgia Recreation and Park Association, Inc. If actions or powers expressed in this document or entity are not consistent with those of the Georgia Recreation and Park Association, Inc., they will be considered null and void. H Leisure Careers Foundation (revised )