BYLAWS OF BLAIR CREW, INC. I. PURPOSES

Transcription

1 BYLAWS OF BLAIR CREW, INC. I. PURPOSES 1.1 General. Blair Crew, Inc. (the "Corporation"), a nonprofit corporation duly organized under the Maryland General Corporation Law, is organized and shall be operated exclusively for charitable, literary, scientific and educational purposes, including, without limitation, (A) To combat juvenile delinquency and to advance education by aiding and promoting the physical development and betterment of Montgomery Blair High School students, by facilitating the in~truction of youths in the sport of rowing, and by promoting competition in rowing among youths; and (B) To undertake other projects, programs, and activities not inconsistent with Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or any corresponding provision of any future United States Internal Revenue Law or regulations thereunder, hereinafter referred collectively to as the ("Internal Revenue Code"), and applicable Maryland law, and any and all other activities that are lawful for a non-stock nonprofit corporation formed under Maryland law that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. 1.2 Principal Office. The principal office of the Corporation shall be designated by the Board of Directors. II. MEMBERSIDP 2.1 No Members. The Corporation will not have members. III. BOARD OF DIRECTORS 3.1 Number, Election of Directors. The Board of Directors (the "Board") is responsible for overall policy and direction of the Corporation and delegates responsibility of administration and operations of Blair Crew committees. The Board shall have only one class of directors and consist of at least 4, but no more than 15, directors. The initial directors will be as named in the Articles of Incorporation (the "Articles"), Article Ninth. Each director will continue in office until his or her resignation, removal, retirement, death, disqualification, or until a successor has been elected and qualified. New directors shall be elected by a majority of directors present at the annual meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year. 3.2 Vacancies. Any vacancy in the Board, including a vacancy arising from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors from among nominations submitted by remaining directors. Such nominations shall be received by the Secretary two weeks in advance of a Board meeting at which the vote will take WAI v1

2 place. Such director elected to fill a vacancy serves until the next annual meeting and until his successor is elected. A director elected to fill a vacancy which results from the removal of a director (see section 3.3) serves for the balance of the term of the removed director. 3.3 Resignation, Termination, Absences. Any director may resign at any time by giving written notice of such resignation to the Secretary. Such resignation will be effective when received or, if later, as of the date therein specified. A director may be terminated due to excess absences, which is more than 2 unexcused absences from all Board meetings in a given year. A Board member may be removed (with or without cause) by a three-fourths vote of the remaining directors. 3.4 Regular Meetings. The Board may hold regular meetings at such time and place as the Board may from time to time determine. 3.5 Special Meetings. Special meetings of the Board shall be held at any time and at any place when called by the President or by at least one-third of the Board. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting. 3.6 Annual Meeting. The annual meeting of the Board shall be held in September of each year on a date fixed by the Board, at an agreed upon time and place. At the annual meeting, the directors shall elect new directors from among those persons who have been duly nominated. 3.7 Notice of Meetings. Notice of regular Board meetings, including the annual meeting, shall be in writing, including via electronic transmission to any address or number at which a director receives electronic transmissions, and delivered at least 14 days but not more than 30 days before the day of the meeting. Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing at least 48 hours prior to the meeting time. 3.8 Quorum. At meetings of the Board, a quorum shall consist of forty percent of the directors in office. If a quorum is not present, a majority of those in attendance may adjourn the meeting until a quorum is obtained. 3.9 Voting. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board ("Board Vote") Action Without a Meeting. Any action which may be properly taken by the Board assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all of the directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the directors assembled and shall be filed with the minutes ofthe Board's proceedings Meetings Held Through Communications Equipment. Meetings may be held by means of conference telephone or similar communications equipment so that all persons participating in the meeting can hear one another and participation in a meeting pursuant to this paragraph will constitute presence in person at a meeting. WAl v1-2-

3 3.12 Powers and Duties. The Board will have general power to direct the management of the business and affairs of the Corporation. Without limiting any other provision hereof, except as specified in a resolution or otherwise approved by Board Vote, a Board Vote will be required for any expenditure of money by the Corporation or its assumption of any liability other than as provided herein or in the Articles Compensation. The directors shall serve without compensation for their services as Board members. Directors may be reimbursed for all expenses reasonably incurred on behalf of the Corporation Proxies. Each director entitled to vote in person may authorize another person or persons to act for him by proxy. Every proxy appointment form must be executed in writing by the director or such director's duly authorized attorney-in-fact. A proxy appointment form shall be valid for eleven (11) months from the date of its execution unless a longer period is expressly provided for in the proxy appointment form. An executed proxy appointment form may be revoked by the director executing it, except as otherwise provided by law Terms. The directors shall serve a 1-year term, but are eligible for re-election for up to 5 consecutive terms. IV. OFFICERS 4.1 Designation of Officers. The officers of the Corporation will be a President, a Vice- President, a Secretary, and a Treasurer. Additionally, the President shall have the power to appoint and to delegate the power to appoint such officers as the President may deem appropriate. Any two (2) or more of the above offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these Bylaws to be executed, acknowledged, or verified by any two (2) or more officers. 4.2 Election and Term of Office. The officers of the Corporation will be chosen by Board Vote to hold office until their successors are elected or they are removed by Board Vote. 4.3 Powers and Duties. All officers of the Corporation shall have such authority and perform such duties in the management of the property and affairs of the Corporation as generally pertain to their respective offices, as well as such authority and duties as may be determined by the Board. 4.4 Removal. Any officer of the Corporation may be removed (with or without cause) by Board Vote. 4.5 Compensation. No officers will receive compensation for services rendered in their capacities as officers to or on behalf of the Corporation. Officers may be reimbursed for all expenses reasonably incurred on behalf of the Corporation. WAI v1-3 -

4 v. COMMITTEES 5.1 Committee formation. The Board may create committees as needed, such as committees for fundraising, housing, public relations, data collection, etc. The Board appoints all committee Chairs. 5.2 Executive Committee. The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, and is subject to the direction and control of the full Board. 5.3 Finance Committee. The Treasurer is the President of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and annual budgets with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the Corporation are public information and shall be made available to Board members and the public. VI. INDEMNIFICATION AND INSURANCE 6.1 General. The Corporation may indemnify directors, officers, employees, and agents of the Corporation to the fullest extent required or permitted by the laws of Maryland. In no case, however, shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code. Further, if at any time the Corporation is deemed to be a private foundation (within the meaning of Section 509 of the Internal Revenue Code), then, during such time, no payment shall be made under this section 6.1 if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Section 494l(d) and 4945(d), respectively, of the Internal Revenue Code. 6.2 Indemnification Not Exclusive. The indemnification provided by this Bylaw will not be exclusive of any other rights which such member, director, officer, trustee or agent may have under any other instrument or by reason of any action or otherwise and will be applicable to proceedings commenced or continuing after the adoption of this Bylaw, whether arising from acts or omissions occurring on or after such adoption. 6.3 Insurance. The Corporation may purchase and maintain insurance to protect itself and any indemnitee against any expenses, judgments, fmes and amounts paid in settlement or incurred by any indemnitee in connection with any proceeding referred to in this Bylaw or otherwise, to the fullest extent permitted by applicable law as then in effect. Vll. GENERAL 7.1 Definitions. Terms that are defmed in the Articles are used herein as so defined when used with the initial capital letters. WAl v1-4 -

5 7.2 Fiscal Year. The fiscal year of the Corporation shall be the calendar year, or such other period as may be fixed by the Board. 7.3 Checks, Notes and Contracts. The Board shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes, or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments. 7.4 Books and Records. The Corporation shall keep at its principal office in Maryland correct and complete books and records of its accounts and transactions, minutes of the proceedings of the Board, and a current list of the directors and officers of the Corporation. All books and records of the Corporation may be inspected by any officer or director, or his or her agent or attorney, for any proper purpose at any reasonable time. 7.5 Severability. Every provision of these Bylaws is intended to be severable, and if any term or provision is invalid for any reason whatsoever, such invalidity will not affect the validity of the remainder of these Bylaws. 7.6 Conflicts of Interest Policy. Incorporated as part of these Bylaws is the Conflicts of Interest Policy attached hereto as Appendix A. 7.7 No Private Interests Served. The fundraising efforts of Corporation or of any persons acting on behalf of Corporation, shall promote the Blair Crew team and youth rowing and competition generally, but shall not result in resources flowing disproportionately to anyone (or more) student-atwete(s), nor in furthering the private interests of anyone (or more) studentatwete(s) based on a particular student-athlete's or his parent's or agent's level of participation in any such fundraising efforts. VIII. AMENDMENTS 8.1 General. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board as permitted by law (except as hereinafter provided in Section 8.2), by a two-thirds vote of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. 8.2 Restrictions. The Bylaws may not be amended in such manner as would conflict with the Articles of Incorporation, and no amendment may authorize the Corporation to conduct its affairs in any manner or for any purposes that would be contrary to the provisions of Section 501(c)(3) of the Internal Revenue Code. At all times the Bylaws must remain in compliance with the provisions of Section 501(c)(3) of the Internal Revenue Code and applicable Maryland law. WAI vl - 5 -

6 IX. NONDISCRIMINATION 9.1 Nondiscrimination Policy. The organizations, officers, directors, employees, agents, and persons served by the Corporation shall be selected in a non-discriminatory manner with respect to sex, race, color, national origin, sexual orientation and political or religious affiliation. x. CONFLICT OF INTEREST 9.1 Conflict of Interest Policy. The Corporation's Conflict oflnterest Policy is provided for in Appendix A. I, the undersigned, being Secretary of the Corporation, hereby certify that the above is a true, compl Q accurate c the bylaws adopted by the Board of Directors. 1/I:2.j;~ Date WAI vl - 6-