Habitat for Humanity International, Inc. By Laws
Table of Contents Preamble...1 Glossary...1 Article I - Membership...2 Article II - Board of Directors...2 Section 1 - General Powers...2 Section 2 - Number, Tenure, and Qualifications...2 Section 3 - Election...3 Section 4 - Removal and Resignation...3 Section 5 - Vacancies...3 Section 6 - Regular Meetings...3 Section 7 - Special Meetings...3 Section 8 - Quorum...4 Section 9 - Manner of Acting...4 Section 10 - Presumption of Assent...4 Section 11 - Meeting via Communications Equipment...4 Section 12 - Informal Action...4 Section 13 - Conflicts of Interest...5 Section 14 - Compensation...5 Article III - Committees of the Board of Directors...5 Section 1 - Committees, Meetings, and Action...5 Section 2 - Appointment, Tenure, and Qualifications...6 Section 3 - Executive Committee...6 Section 4 - Committee on Board Membership...6 Article IV - Officers of the Board...7 Section 1 - Number...7 Section 2 - Election and Tenure...7 Section 3 - Removal...7 Section 4 - Vacancies...7 Section 5 - Chair...8 Section 6 - Vice-Chair...8 Section 7 - Secretary...8 Section 8 - Treasurer...8 Section 9 - Other Officers...9 Section 10 - Special Appointments...9 Article V - Administration...9 Section 1 - President...9 Section 2 - Assistant Secretary...9 Section 3 - Assistant Treasurer...9 Section 4 - Other Officers...10 Article VI - Fiscal Policies...10 Section 1 - Receipt of Funds and Revenues...10 Section 2 - Fiscal Year...10 Section 3 - Loans...10 Section 4 - Checks, Drafts, Etc...10 -i-
Article VII - Sundry Provisions...11 Section 1 - Voting Shares in Other Corporations...11 Section 2 - Sale or Transfer of Shares in Other Corporations...11 Section 3 - Execution of Documents...11 Section 4 - Waiver of Notice...11 Section 5 - Board Manual...11 Section 6 - Seal...11 Section 7 - Indemnification...11 Article VIII - Amendment...12 -ii-
BY-LAWS OF HABITAT FOR HUMANITY INTERNATIONAL, INC. PREAMBLE Habitat for Humanity International, Inc., shall seek to partner with specific programs in global habitat development, starting with the construction of modest but adequate housing, and to associate with other groups functioning with purposes consistent with those listed below, namely: A. To witness to the Gospel of Jesus Christ throughout the world by working in cooperation with God s people in need to create a better human habitat in which to live and work. B. To witness to the Gospel of Jesus Christ by working in cooperation with other agencies and groups which have a kindred purpose. C. To witness to the Gospel of Jesus Christ through loving acts and the spoken and written word. D. To witness to the Gospel of Jesus Christ by enabling an expanding number of persons from all walks of life to participate in this ministry. GLOSSARY "Ad Hoc Committees" shall refer to those committees appointed by the Chair pursuant to Section 1 of Article III, with the approval of the Board. An Ad Hoc Committee shall have a term of up to one (1) year, unless the term is otherwise fixed by the Board. "Advisory Council" shall refer to those councils established by the Board for the purpose of advising the Board and officers of the Corporation in running the affairs of the Corporation. "Board" shall refer to the Board of Directors of the Corporation. "Board of Advisors" shall refer to the Board of Advisors of the Corporation, which shall consist of those members designated by the Board from time to time. The Board of Advisors shall have such duties and responsibilities as the Board shall designate from time to time. "Chair" shall refer to the Chair of the Board.
"Corporation" shall refer to Habitat for Humanity International, Inc., a nonprofit corporation organized and existing under the Non Profit Corporation Code of the State of Georgia, formerly known as Habitat for Humanity, Inc. "President" shall refer to the chief executive officer of the Corporation, formerly the Executive Director of the Corporation. "Standing Committees" shall refer to those committees authorized by the Board pursuant to Section 1 of Article III. Standing Committees shall have such term as may be fixed by resolution of the Board. ARTICLE I - MEMBERSHIP Membership in the Corporation will be considered as those who serve on the Board and those who serve on the Advisory Councils and the Board of Advisors. Membership in the Corporation shall continue until a member resigns or is removed by action of the Board. It shall be the duty of each member to promote and work toward the accomplishment of the purposes of the Corporation, and to contribute to it in all ways possible. Members of the Corporation shall have no voting or other rights provided to members of nonprofit corporations under the laws of the State of Georgia, except for those rights specifically set forth in these By-Laws. Section 1 - General Powers ARTICLE II - BOARD OF DIRECTORS All corporate powers shall be vested in and exercised by or under the authority of the Board; and the affairs of the Corporation shall be managed under the direction of the Board. The duly elected and qualified directors of the Corporation shall in all cases act as a board and may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, but not inconsistent with these By-Laws, the Articles of Incorporation, and the laws of the State of Georgia. Section 2 - Number, Tenure, and Qualifications (a) The Board shall be composed of not less than twelve (12) and not more than twenty-seven (27) duly elected and qualified directors. Each duly elected and qualified director shall hold office for a term of three (3) years and until his or her successor shall have been duly elected and qualified. A duly elected and qualified director shall assume office and be deemed duly elected and qualified for purposes of these By-Laws upon the adjournment of the meeting during which such duly elected and qualified director was elected, unless a later date is specified. (b) A duly elected and qualified director shall not be eligible for re-election to the Board if he or she has served two consecutive full terms or for a partial term of two (2) -2-
years or more and a full term. Notwithstanding anything contained in these By-Laws to the contrary, a former duly elected and qualified director shall be eligible for election to the Board if one (1) year has passed since such former duly elected and qualified director served on the Board. A duly elected and qualified director may not be elected if he or she is an employee of the Corporation. In order to be elected to the Board, a duly elected and qualified director must profess a Christian faith. (c) In the event that a director is elected to serve a term as an officer of the Board, as provided in Article IV of these By-Laws, and such person's term as a director would otherwise expire during such person's term as an officer of the Board, and such person would not be eligible for re-election as a director pursuant to Section 2(b) of this Article II because he or she has already been elected to the maximum number of terms which a director may serve as provided in Section 2(b), then, notwithstanding anything contained in these By-Laws to the contrary, in addition to the duly elected and qualified directors of the Board, such person shall serve as a director of the Board for so long as such person shall be serving as an officer of the Board and shall have the same rights and responsibilities as any duly elected and qualified director of the Corporation. (d) In addition to the duly elected and qualified directors, there may be such ex officio members of the Board as may be provided in these By-Laws. Such ex officio members shall serve at the will of the Board and shall not have a specified term of office (which shall not in any way be construed to be a life time or permanent appointment). Ex officio members shall be voting members of the Board, except on: (1) matters affecting employee compensation and employee benefits; (2) the election, appointment, or removal of directors and officers; (3) the dissolution, merger, or reorganization of the Corporation or distribution of its assets; (4) the amendment of the Articles of Incorporation or the Bylaws; or (5) such other matters as the Board may hereinafter determine by a majority vote of the directors, and ex officio members shall not be counted in determining what is the minimum number of directors which must vote on such matters. Section 3 - Election The Board shall be self-perpetuating and shall consist of three classes of approximately equal size of duly elected and qualified directors. One class, on a rotational basis, shall be elected each year. An existing duly elected and qualified director may be re-elected to the Board, subject to the provisions of Section 2(b) of this Article. A duly elected and qualified director shall be elected to the Board by a majority vote of the then directors of the Corporation during the Annual Meeting. The Board shall elect at least two (2) duly elected and qualified directors each year who have not previously served on the Board. Section 4 - Removal and Resignation Any duly elected and qualified director may be removed, with or without cause, by a two-thirds vote of the directors of the Corporation. Any duly elected and qualified director who is absent from two (2) consecutive regular meetings of the Board shall be removed from the Board, unless there exists a legitimate reason for the absences as -3-
determined by a two-thirds vote of the directors of the Corporation. An ex officio director, who serves at the will of the Board, may be removed with or without cause by a majority of the directors. A director may resign at any time by giving written notice to the Board, or to the Chair, Secretary, or Assistant Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board or such officer, and the acceptance by the Board of the resignation shall not be necessary to make it effective. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date of the resignation. Section 5 - Vacancies Upon a vacancy created by the death, removal, resignation, or incapacity of any director, a vote of a majority of the directors of the Corporation shall be necessary to fill such vacancy. A director elected or appointed to fill such a vacancy shall be elected or appointed to hold office for the unexpired term of his or her predecessor. Section 6 - Regular Meetings The Board shall meet at least twice annually. The Annual Meeting shall be held in the in the last quarter of the calendar year at a place, time, and date which shall be fixed by the Board. The Semi-Annual Meeting shall be held in the second quarter of the calendar year at a place, time, and date which shall be fixed by the Board. Section 7 - Special Meetings Special meetings of the Board may be called by the Chair or any four (4) directors. The person or persons authorized to call special meetings of the Board may fix any time, place, method, and date for holding the special meeting called by them. Written notice of any special meeting of the Board shall be given at least seven (7) days prior to the special meeting and shall provide the time, place, method, and date of the special meeting. If the purpose of the special meeting is to remove a director or to dissolve, merge, or otherwise reorganize the Corporation, the written notice shall so state. The written notice shall be delivered personally or by telegram, or mailed to each director at his or her business address. The attendance of a director at a special meeting shall constitute a waiver of notice of such meeting, except when 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. Section 8 - Quorum A quorum for the transaction of business at any regular or special meeting of the Board shall consist of at least one-half (1/2) of the directors of the Corporation. If less than a quorum is present at a regular or special meeting, then a majority of the directors present may adjourn the meeting from time to time. -4-
Section 9 - Manner of Acting The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the directors, unless the concurrence of greater proportion is required for such action by the laws of the United States, the State of Georgia, or any locality or instrumentality thereof, the Articles of Incorporation, or the By-Laws. Section 10 - Presumption of Assent A director who is present at a regular or special meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent with such person acting as the recording secretary of the meeting before the adjournment of such meeting or shall forward such written dissent by registered mail to the Secretary or Assistant Secretary of the Corporation immediately after the adjournment of the meeting, in accordance with the laws of the State of Georgia. Such right of dissent shall not apply to a director who voted in favor of such action. Section 11 - Meeting via Communications Equipment Any action required or permitted to be taken at any meeting of the Board may be taken by means of a conference telephone or similar communications equipment, if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at a meeting. Any action taken by the directors during a meeting under this Section shall be duly recorded among the minutes of proceeding of such meeting. The minutes of any such meeting shall be distributed to the directors of the Corporation at least two (2) weeks prior to the next meeting of the Board. Section 12 - Informal Action Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if a written consent to such action is signed by all the directors of the Corporation and such written consent is filed with the minutes of proceedings of the Board. Such written consent may be executed in multiple counterparts. Section 13 - Conflicts of Interest Directors shall provide the Secretary or Assistant Secretary of the Corporation with a written disclosure which identifies any person or persons to whom they are closely related or any organization with which they are affiliated who or which presently transacts business with Corporation or might reasonably be expected to do so in the future. Each disclosure shall be updated and resubmitted on an annual basis. An affiliation with an organization will be considered to exist when a director or officer, or a member of his or her immediate family or close relative is an officer, director, trustee, partner, employee, or agent of the organization, or owns five percent of -5-
the voting stock or controlling interest in the organization, or has any other substantial interest or dealings with the organization. Section 14 - Compensation The duly elected and qualified directors shall serve without compensation, as such, for their services; provided, however, that members of the Board may receive reasonable compensation for services rendered to the Corporation. The Corporation may reimburse a duly elected and qualified director for expenses incurred by the duly elected and qualified director in attending any regular or special meeting of the Board, any committee meeting, or any function of the Board or Corporation. ARTICLE III - COMMITTEES OF THE BOARD OF DIRECTORS Section 1 - Committees, Meetings, and Action The Board shall have an Executive, Board Membership, Standing and Ad Hoc committees. Standing Committees shall be established by a resolution of the Board in order to assist in directing and leading the affairs of the Corporation, and shall have a term set forth in the resolution. Ad Hoc committees may be appointed by the Chair with the approval of the Board and shall be for a term of up to one (1) year unless the term is otherwise fixed by the Board. Committees shall meet upon the call of the committee chair who shall provide members of the committee with at least two (2) weeks prior written notice of the date, time, place, and purpose of the meeting. The committee chair shall ensure that the discussions and actions of the committee are properly recorded and promptly distributed to its members and to members of the Board. Each committee chair shall ensure that the committee is thoroughly familiar with policies, procedures, functions, and staff appropriate to the committee and shall oversee the proper administration and implementation of its policies and programs. The committees may take action according to any manner the Board is permitted to use under these By-Laws. To the extent specified by resolution of the Board or in these By-Laws, each committee of the Board may exercise the authority of the Board under Section 1, Article II, of these By-Laws. A committee, however, may not authorize distributions other than in the ordinary course of business of the Corporation; approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the assets of the Corporation; elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; or adopt, amend, or repeal the By-Laws of the Corporation. Section 2 - Appointment, Tenure, and Qualifications Upon the recommendation of the Committee on Board Membership, the Chair shall appoint the chair and vice-chair and members of each Standing Committee of the Board and the chair of any subcommittee of a Standing Committee, if so determined by a resolution of the Board. The Chair may appoint to the membership of any committee persons who are not directors so long as a majority of the members of the committee are -6-
directors. Unless otherwise specified by a resolution of the Board, the appointment of members, chairs and vice-chairs of each Standing Committee, and chairs of subcommittee shall be for terms of one (1) year and shall be ratified by the Board. The Committee on Board Membership shall consist of two classes of members, who shall be directors, elected in alternate years. During a closed session of the Board, the directors shall nominate from the floor and elect by secret ballot the members of the Committee on Board Membership who shall serve for a two (2) year term. In the event that a member of the Board Service Committee shall resign from the Committee without serving the full term, the Board shall elect a director to fill the unexpired portion of such term in accordance with the provision set forth in this Section 2 of Article III. The Committee on Board Membership shall elect its own chair who shall serve for one (1) year. Section 3 - Executive Committee The Executive Committee shall consist of the officers of the Board; the chair of the Committee on Board Membership, chairs of Standing Committees, the chairs of any subcommittees of Standing Committees who, by resolution of the Board, are designated as members of the Executive Committee and no more than two other members of the Board who may be appointed by the Chair, in consultation with the chair of the Committee on Board Membership, and which shall be subject to the approval of the Board. The Chair of the Board shall act as chair of the committee. The President shall serve as an ex officio member of this committee. The committee may exercise all corporate powers which may be exercised by the Board and at such times as the Board is not in session. The committee shall not have the power to alter or revoke any previous order, resolution, or vote of a meeting of the Board unless specifically granted such power by the Board; approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the assets of the Corporation; elect, appoint, or remove directors or fill vacancies on the Board; or adopt, amend, or repeal the By-Laws of the Corporation. The regular and special meetings of the committee shall be at the call of the Chair or upon written request of any two (2) members of the committee. Written notice for meetings shall be provided to the members of the committee at least three (3) days prior to the meeting and shall include agenda, data, and materials whenever possible. Meetings may be held without notice, but a waiver of notice must be signed by all members of the committee. The committee may take action according to any manner the Board is permitted to use under these By-Laws. The committee shall report all its interim actions in writing at the next regular or special meeting of the Board, which writing should be sent to the members of the Board at least two (2) weeks prior to such regular or special meeting. Section 4 - Committee on Board Membership -7-
The Committee on Board Membership shall consist of five (5) members, who shall all be directors. The Chair shall not be a member of this committee. The committee is responsible for identifying and recruiting new members of the Board and the Board of Advisors, the officers, and the members of the Advisory Councils. The committee is also responsible for recognizing the services of retiring directors, advisors, and others who merit recognition by the Corporation. The committee shall maintain a director candidate list through an ongoing search which identifies and evaluates individuals who are best able to serve on the Board. Prior to the Annual Meeting, the committee shall develop and recommend to the Board, for its approval, nominations for the positions of directors and officers of the Board and the Corporation. The committee shall also recommend to the Board the appointment of all members of the Advisory Councils and Board of Advisors. The nominations shall be made to the Board for action by the Board at its Annual Meeting. The committee shall continually assess and evaluate the performance and organization of the directors and the Board to ensure maximum effectiveness. The committee should assist each director in personal development to ensure that the mission and purposes of the Corporation are fulfilled and carried out. The committee shall train and orient new directors with respect to the mission, purposes, and operations of the Corporation through the use of the Board Manual and an orientation program. Section 1 - Number ARTICLE IV - OFFICERS OF THE BOARD The officers of the Board shall be a Chair, two (2) Vice-Chairs, a Secretary, and Treasurer, each of whom shall be duly elected and qualified members of the Board at the time of their election and shall be elected as officers by the Board. The Board may elect or appoint such other officers and assistant officers as may be deemed necessary or appropriate. Section 2 - Election and Tenure The officers of the Board shall be elected by a majority of the directors of the Corporation during the Annual Meeting of the Board. An officer shall assume office and be deemed duly elected and qualified for purposes of these By-Laws upon the adjournment of the Annual Meeting during which the election took place. Each officer of the Board shall hold office for two (2) years or until such officer's death, disability, resignation or removal, or until his or her successor shall have been duly elected and qualified by the Board; provided, however, that any individual elected to fill the unexpired term of another shall serve as an officer for the remainder of such term. An officer of the Board may be elected for a maximum of two (2) consecutive terms in any one office or a partial term of more than one (1) year and one additional full term. A -8-
director who has served the maximum number of terms in any one office, may still be eligible to be elected to any other office for a maximum of two (2) consecutive terms or a partial term of more than one (1) year and one additional full term. Notwithstanding the preceding, if a member of the Board is elected to serve as an officer of the Board, and such person's term as a director is extended beyond the maximum term otherwise allowable for Board service because of the provisions of Section 2(c) of Article II, then, notwithstanding any other provisions of this Section 2 of Article IV to the contrary, such person shall not be eligible to be re-elected as an officer of the Board. An officer of the Board may not also be an employee of the Corporation. Section 3 - Removal Any officer or agent of the Board or the Corporation may be removed whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. Section 4 - Vacancies If the office of Chair, Vice-Chair, Treasurer, or Secretary becomes vacant, the Committee on Board Membership shall convene at the call of the Executive Committee and nominate a successor. The Board of Directors, at its next meeting, shall elect a successor to fill the vacancy for its unexpired term by a vote of the majority of the directors of the Corporation. The Executive Committee may elect an interim successor for any office until the Board of Directors, at its next meeting, shall elect a successor to fill the vacancy for the unexpired term. Section 5 - Chair The Chair of the Board shall preside at all meetings of the Board and shall perform the duties customary to that office. The Chair shall serve as the chair of the Executive Committee of the Board and shall be an ex officio member of all committees of the Board except the Committee on Board Membership. Unless otherwise provided in these By- Laws, the Chair shall appoint the chair, vice-chair, and members of each committee of the Board, except the Committee on Board Membership, subject to the approval of the Board. The Chair shall have general supervision over the affairs of the Board, the officers, and the President and other agents of the Corporation. Section 6 - Vice-Chair In the absence of the Chair, a Vice-Chair shall perform the duties incident to the office of Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair acting in such capacity shall have such powers and perform such duties as may be prescribed by the Board or by the Chair. Section 7 - Secretary -9-
The Secretary shall be responsible for preparing, recording, and maintaining the official minutes of the proceeding of the Board and of the Executive Committee; for authenticating or certifying the records of the Corporation; and for ensuring that all notices are duly given in accordance with the provisions of these By-Laws or as required by the laws of the United States, the State of Georgia, or any locality or instrumentality thereof. The Secretary shall be the custodian of the records of the Corporation and of the seal of the Corporation and shall ensure that the seal is affixed to all documents and instruments, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws. The Secretary shall have, in general, all the powers and perform all the duties incident to the office of Secretary and such other duties as may, from time to time, be prescribed by the Board or the Chair. Section 8 - Treasurer The Treasurer shall have general charge of the financial affairs of the Corporation and shall have, in general, all powers and perform all duties incident to the office of Treasurer and such other duties as may, from time to time, be prescribed by the Board or the Chair. The Treasurer shall have charge and custody of and be responsible for maintaining the proper financial records of the Corporation; providing for the safekeeping of the funds and securities of the Corporation; receiving monies due and payable to the Corporation; depositing all such monies in the name of the Corporation in such banks, trust companies, and other depositories as selected by the Corporation; and distributing funds authorized to be paid by the Corporation. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. Section 9 - Other Officers Such other officers of the Board as may be elected or appointed by the Board shall have such powers and perform such duties as the Board may from time to time prescribe. Section 10 - Special Appointments Unless otherwise provided in these By-Laws, in the absence or incapacity of any officer or in the event of a vacancy in any office, the Board may designate any person to fill any such office pro tempore or for any particular purpose. Section 1 - President ARTICLE V - ADMINISTRATION -10-
The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board, shall lead all of the affairs of the Corporation, being mindful of its ultimate goal as a witness to Christ. The President shall serve as chief spokesman and interpreter of the Habitat vision and solicitor of funds for its work. In general, the President shall perform all duties incident to such office and such other duties as may be prescribed from time to time by the Board or the Chair. The President shall be an ex officio voting member of the Board and of all committees of the Board except the Committee on Board Membership. The President of the Corporation, who shall serve at the will of the Board, shall be appointed by a majority of the directors of the Corporation during its Annual Meeting. The President may be removed, with or without cause, by a majority of the directors of the Corporation. The President shall report to the Board and between Board meetings to the Chair. The President may sign, with the Secretary or Assistant Secretary or any other proper officer of the Corporation thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or the By-Laws to some other officer or agent of the Corporation, or shall be required by the law to be otherwise signed or executed. Section 2 - Assistant Secretary The Board may appoint one or more Assistant Secretaries who need not be members of the Board and who may be employees of the Corporation. An Assistant Secretary may perform or assist in the performance of all duties incident to the office of Secretary including such ministerial acts as the attestation, execution, and sealing of documents and instruments of the Corporation and shall perform, in general, such duties as shall be assigned by the Chair, the Secretary, the President, or the Board. Section 3 - Assistant Treasurer The Board may appoint an Assistant Treasurer who need not be a member of the Board and who may be an employee of the Corporation. The Assistant Treasurer may perform or assist in the performance of all duties incident to the office of Treasurer including maintaining the financial records of the Corporation; providing for the safekeeping of the funds and securities of the Corporation; receiving monies due and payable to the Corporation; depositing all such monies in the name of the Corporation in such banks, trust companies, and other depositories as selected by the Corporation; disbursing designated gifts in accordance with the donor s designation and with the policies of the Corporation; and distributing funds authorized to be paid by the Corporation. The Assistant Treasurer may sign, with the Secretary or Assistant Secretary or any other proper officer of the Corporation thereunto authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly -11-
delegated by the Board or the By-Laws to some other officer or agent of the Corporation, or shall be required by the law to be otherwise signed or executed. The Assistant Treasurer shall also perform, in general, such duties as shall be assigned by the Chair, the Treasurer, the President, or the Board. Section 4 - Other Officers. The Board may appoint such other officers as it may deem appropriate from time to time. Any such officer need not be a member of the Board and may be an employee of the Corporation. Such other officers as may be appointed by the Board shall have such powers and perform such duties as the Board may from time to time prescribe. Section 1 - Receipt of Funds and Revenues ARTICLE VI - FISCAL POLICIES All funds received as gifts (whether designated or undesignated), contributions, or grants from individuals, private or public corporations or foundations, or governmental units shall be deposited in appropriate banking accounts maintained by the Corporation according to the policies and procedures determined by the Board. All sums collected for sales and services by the Corporation shall be deposited in appropriate banking accounts of the Corporation according to the policies and procedures determined by the Board. Section 2 - Fiscal Year The fiscal year of the Corporation shall be the calendar year, starting July 1 of each year and ending on June 30 of each year. Section 3 - Loans No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. Section 4 - Checks, Drafts, Etc. All checks, drafts, other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by officers or designated employees or agents of the Corporation in accordance with the policies and procedures as shall from time to time be determined by resolution of the Board. ARTICLE VII - SUNDRY PROVISIONS Section 1 - Voting Shares in Other Corporations Stock of other corporations or associations, registered or standing in the name of the Corporation, may be voted by the President, Treasurer or Assistant Treasurer or other -12-
officer of the Corporation designated by the Board from time to time or a proxy appointed by the President, Treasurer or Assistant Treasurer or other officer of the Corporation designated by the Board from time to time. The Board, however, may by resolution appoint some other officer or agent of the Corporation to vote such shares upon the production of a certified copy of such resolution. Section 2 - Sale or Transfer of Shares in Other Corporations Any sale or transfer of any stock, bond, security, or any other property registered or standing in the name of the Corporation, shall be valid only if signed by the Corporation acting through the President, Treasurer or Assistant Treasurer, or other officer of the Corporation designated by the Board from time to time and at least one other employee or agent of the Corporation designated by the President. Any transfer signed in this manner, having affixed thereon the seal of the Corporation, shall in all respects bind the Corporation as fully and completely as if each transaction had been authorized by a special vote of the Board; and any person, firm, or corporation to whom a copy of this Article VII shall have been certified by the Secretary or Assistant Secretary shall be entitled to rely thereon until notified of its repeal. Section 3 - Execution of Documents A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge, verify, or seal an instrument required by law to be executed, acknowledged, verified, or sealed by more than one officer. Section 4 - Waiver of Notice Unless otherwise provided by law, whenever notice is required to be given to any director of the Corporation under the provisions of these By-Laws or under the Articles of Incorporation, 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 giving such notice. Section 5 - Board Manual The Board shall cause the Board Membership Committee to maintain a manual for the Board which shall contain policies, rules, regulations, and procedures not covered in detail by these By-Laws. Section 6 - Seal The corporate seal shall be in such form as the Board may from time to time determine. Section 7 - Indemnification The Corporation shall have the power pursuant to action by the Board with respect to a particular act or with respect to a type of activity, to indemnify any person who was or is a party to or is said to be made a party to any action, suit, or proceeding by reason of -13-
the fact the person is or was a director, officer, employee, or agent of the Corporation or who was or is serving an any capacity for the Corporation at the request of the Corporation, against expenses, including attorney s fees, and against every loss, cost, damage, or expense to the extent permitted under the laws of the State of Georgia or to the extent reasonably incurred in connection with such action, suit, or proceeding if the person acted, or failed to act, in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to which the person had no reasonable cause to believe the conduct was unlawful. Such indemnification may include indemnification for loss, cost, damages, and expenses with respect to threatened actions. ARTICLE VIII - AMENDMENT The Board shall have the power to alter, amend, or repeal these By-Laws or adopt new By-Laws by a two-thirds (2/3) vote of the directors of the Corporation, provided that the By-Laws at no time shall contain any provision inconsistent with the laws of the State of Georgia or the Articles of Incorporation. Amended and Restated: October 17, 1997 Cleveland, Ohio Amended May 18, 1998 Elspeet, Netherlands -14-