Establishment of
Endowment Ministry
– An endowment
ministry (hereinafter called “the Program”) for the First
Presbyterian Church of Concord, NC (hereinafter referred to as “the
Church”) is hereby established. The adoption of the Program by the
Session of First Presbyterian church on December 13, 2005 authorized
the creation of First Presbyterian Church Foundation (hereinafter
referred to as “the Foundation”) to administer the program.
The Board of Directors of the First Presbyterian Church
Foundation (“the Board”) has fiduciary responsibility for the Program. The
Board is elected by the Session of First Presbyterian Church of Concord, NC.
Objectives
– The objectives of the Program are as follows:
-
To offer an extra
dimension of stewardship for the congregation to make special gifts to
the church and to actively encourage and invite gifts to the church
through a system of education and support to prospective donors.
-
To establish a gift
acceptance policy to require the proper review and analysis of any
proposed gift and the refusal of any gift not deemed to further the best
interest of the Church.
-
To administer any
gift requiring special administration and processing so as to fully
implement the intent of the donor.
-
To provide direction
for the use of unrestricted, special or deferred gifts and to establish
a spending policy used to distribute the income of the respective funds.
-
To establish a system
for management of the assets contributed in accordance with The
Statement of Investment Policy Objectives and Guidelines. Such
guidelines will be reviewed and revised from time to time by the Board
as circumstances require.
The Endowment Funds
– The Program as five (5) separate funds, as follows:
The General Endowment Fund – the principal of the General Endowment Fund will be
invested in perpetuity. Income distributions from the General Endowment
Fund are unrestricted in nature. The Church may use the distributions from
this Fund in any manner chosen by the Session of First Presbyterian Church.
The Program Fund – the principal of the Program Fund will be invested in perpetuity.
Income distributions from the Program Fund must be used to supplement the
program activities of the Church, which are the areas of Worship, Music,
Christian Education and Youth Activities.
The Building Preservation Fund – the principal of the Building Preservation Fund will be
invested in perpetuity. Income distributions from the Building Preservation
Fund are restricted to the following: (1) non-routine maintenance (defined
as items of a multi-year nature, such as painting, major roof repairs, or
the overhaul of major equipment) or (2) the replacement of or additions to
the land, buildings, or equipment of the Church.
The Benevolence Fund – the principal of the Benevolence Fund will be invested
in perpetuity. Income distributions from the Benevolence Fund are
restricted to gifts for outreach programs (either local, national, or
global) other than the annual recurring contributions to the General
Assembly, Synod, and the Presbytery.
The Memorial Garden
Fund – the principal of the Memorial Garden Fund will be invested in
perpetuity. Income distributions from the Memorial Garden Fund are
restricted to the program of the Memorial Garden Association.
Gift Policy
– Although it is contemplated that the majority of gifts made through the
Program will be in the form of cash or other liquid assets, the Board
realizes that some gifts may be in the form of real property or an interest
in real property. The Board reserves the right to determine if such real
property, or an interest in real property, may carry with it liability which
may include, but not necessarily be limited to, environmental issues, lien
issues, property tax issues or other matters which may create liability for
the Church. For these reasons, and possibly others, the Board has adopted a
Gift Acceptance Policy and reserve the right to decline any such gift which
may present liability or other detrimental issues for the Church.
Investment Policy
– the principal of each Fund will be managed and invested according to the
Statement of Investment Policy Objectives and Guidelines. Amendments to the
Policy are the responsibility of the Board.
Administration
– This Program will be administered by the Foundation. The Board shall have
oversight responsibility for the Program. The Treasurer of the Foundation
will cause financial reports of the Program to be presented to the Board not
less than quarterly. In addition, the Treasurer of the Foundation will
provide similar financial reports to the Session on an annual basis.
Amendments
– The provisions of this Plan may be amended by the Board from time to time.
FIRST PRESBYTERIAN CHURCH
FOUNDATION
Concord, North Carolina
GIFT ACCEPTANCE POLICY
INDEX
ITEM PAGE #
PURPOSE 2
GUIDELINES 2
DONOR’S INTENT 2
UNACCEPTABLE GIFTS 3
CLASSIFICATION OF GIFTS 3
TYPES OF GIFTS 3
GIFTS OF CASH AND PUBLICLY TRADED SECURITIES 3
GIFTS OF LIFE INSURANCE 3
GIFTS OF REAL PROPERTY 4
GIFTS OF RESIDENCE OR FARM, WITH LIFE ESTATE RESERVED 5
GIFTS OF TANGIBLE PERSONAL PROPERTY 5
LIFE INCOME GIFTS 5
AMENDMENTS 5
SUGGESTED STEPS FOR TRANSFERRING PUBLICLY TRADED STOCK 6
SAMPLE LETTER OF INTENT 8
SAMPLE LETTER OF TRANSFER 9
FIRST PRESBYTERIAN CHURCH FOUNDATION
GIFT ACCEPTANCE POLICY
PURPOSE
The purpose of this Gift Acceptance Policy is to give The First
Presbyterian Church Foundation (Foundation) guidelines for the
acceptance of gifts to the Foundation and to First Presbyterian
Church of Concord, North Carolina (Church).
The policy will facilitate giving by allowing the congregation to
respond quickly in the affirmative, where appropriate, and to seek
broader approval before acceptance, where necessary. It will also
guide and encourage staff to decline gifts which are not appropriate
to the ministry of the Church.
A major goal of the policy is to assure all donors will be given the
same consideration. Exceptions to the policy will be made only by
action of the Board of Directors of the Foundation.
As used herein, the term "gift" shall extend to real and personal
property and shall include intervivos transfers and testamentary
dispositions.
GUIDELINES
Members of the Board of Directors of the Foundation (Directors) will
exercise due diligence in establishing relationships with potential
donors to determine and evaluate the donor's motives for making a
gift, and in that regard, such directors will carefully review all
gifts before receipt and presentation to the Foundation for
acceptance.
Directors shall not benefit personally from fees related to gifts
received, nor will they pay finder's fees to any other person for
gifts or for the solicitation of gifts.
Neither the Church nor the Foundation will provide legal or tax
services to donors. If necessary, Directors or staff members of
First Presbyterian Church will assist donors to secure appropriate
counsel. Directors may also meet with donor's counsel and provide
whatever assistance counsel might request. Church representatives
will communicate with donors and their counsel in writing about
issues affecting specific situations.
DONOR’S INTENT
In all cases, the donor may provide reasonable written directions
for the use of his, her or their gifts. Every attempt will be made
to comply with the donors' wishes, subject to the Church's existing
policies.
UNACCEPTABLE GIFTS
If a gift is offered to the Program that the Board of Directors of
the Foundation (hereinafter referred to as “the Board) deems is not
within the existing policies of the Church, and the Board is unable
to convince the donor to bring the purpose of the gift within said
policies and commitment of the Church, the Board may decline the
gift or return same, without interest or accruals. If, in the
opinion of the Board, the purpose for which a gift was made has over
the years become inconsistent with the policies of the Church, the
Board may recommend that the gift be turned over to another
charitable organization that would seek to comply with the donors'
request.
CLASSIFICATION OF GIFTS
Gifts will be classified as restricted and unrestricted.
A. Restricted Gifts: A donor may designate the specific fund
(identified above) into which his, her or their, gift will be
placed. The donor may indicate a preference as to the specific use
to which the gift will be applied, and in all cases, every attempt
will be made to honor the wishes of the donor.
B. Unrestricted Gifts: Gifts not designated to a specific fund
(identified above) will be deposited to the General Endowment Fund.
The Board may subsequently allocate balances in the General
Endowment Fund to specific funds as it deems in the best long-term
interest of the Church.
TYPES OF GIFTS
Gifts of Cash and Publicly Traded Securities
Gift such as cash and publicly traded securities are encouraged
because of their ease of transfer. Outright gifts of publicly traded
securities will be sold as soon as is reasonably practicable so as
to preclude the Directors from being put in a position of timing
various sales. The gift value of securities is determined by the
mean of the high and the low selling price of the securities on the
date the stock is received in the church offices or the date the
securities are "booked" to the account in its broker's office. (See
attached "Suggested Steps for Transferring Publicly Traded Stock...
")
Gifts of Life Insurance
The church will accept gifts of life insurance as outright gifts, or
deferred gifts. Gifts can be made by giving existing policies, by
change of beneficiary, or by purchasing new insurance. The church
never recommends agents or agencies and never endorses insurance
programs. Those considering gifts of new insurance are urged to
survey the market by reviewing the products of several companies.
Gifts of Real Property
There are tremendous benefits to using real property as an
expression of stewardship. Possibilities for income and estate tax
planning are positive aspects. However, real property is also the
most difficult to liquidate and certain steps and precautions are
necessary to make such transactions complete. The following steps
are intended to make such a transaction as beneficial to all parties
as possible.
All gifts of real property will require a title policy, a survey,
and evidence that the property is free from environmental hazards
which would subject an owner to liability under the Comprehensive
Environmental Response, Compensation and Liability Act, the
Superfund Amendments and Reauthorization Act of 1986, and any other
local, state or federal environmental law or regulation.
The donor is responsible for establishing the value of property
donated to charity. The Directors will notify the donor and his/her
counsel in writing about the requirements of the Internal Revenue
Code for a qualified appraisal. The church will provide Form 8283 to
the donor and will file Form 8282 with the IRS in the event the
property is sold within two years of the gift date.
Gifts of real property will be sold as soon as practical, unless the
property is determined to have a significant potential increase in
value and is producing income sufficient to pay taxes, insurance,
and any other costs related to the property.
1. Gifts of real property must have a clear title policy, including
current leaseholds, and evidence of marketability or adequate income
to meet any expenses involved with receipt and/or disposition of
same.
2. According to IRS guidelines, for the purpose of valuing the gift,
an appraisal by a certified appraiser must be obtained no earlier
than 60 days prior to the date of the gift, and no later than the
due date of the return on which the contribution is first claimed as
a deduction. Form 8283 will be provided to the donor upon request.
Form 8282 will be filed with the IRS on a timely basis if the gift
is sold within two years.
3. An Environmental (EPA) Level I Inspection is required at the time
of receipt of property and an Environmental Waiver is required at
the time of both receipt and sale of the property.
4. Donor must guarantee taxes, insurance, legal and other expenses
until liquidation unless the property has adequate income to support
these expenses.
5. Donor will be informed that the value of the gift will likely be
reduced by sales commissions, taxes, and legal expenses at the time
of sale of the property.
6. Receipt of property must be approved by The Foundation Board of
Directors.
Gifts of Residence or Farm, with Life Estate Reserved
The Foundation encourages gifts of a residence or farm, with a life
estate reserved. The Foundation (through staff or leadership) will
notify the donor and his or her counsel in writing that property
taxes, maintenance, and insurance continue to be the responsibility
of the donor as long as he or she lives, unless otherwise
negotiated. Gifts will be subject to the same guidelines for gifts
of real property above.
Gifts of Tangible Personal Property
Gifts of tangible personal property will be considered and received
by The Foundation on an individual basis. The donor is responsible
for establishing the value of tangible personal property donated to
charity.
Life Income Gifts
Life income gifts such as Charitable Gift Annuities and Charitable
Remainder Trusts will be administered by one of the denominational
foundations.
Amendments These policies will be subject to review and change from
time to time and may be amended by Directors of the Foundation.
SUGGESTED STEPS FOR TRANSFERRING PUBLICLY TRADED STOCK
TO FUND A CHARITABLE GIFT TO THE FOUNDATION
1. Type or write the "Letter of Intent," preferably on the Donor's
stationery,
if available.
If Securities Are Held in Physical (Certificate) Form
2. Have signature of the person or persons whose name appears on the
stock certificate guaranteed on Stock Power by a bank officer of a
national bank or stockbroker member of NYSE using the "Medallion
Guarantee." Please sign exactly as the name(s) appears on the face
of the stock certificate.
3. On Stock Power, do not fill in number of shares or name of stock
being
transferred.
4. Do not sign stock certificates. Do not have stock certificates
issued to FPCF as this can delay your gift date by several weeks.
5. If stock certificates are in your possession, send stock
certificates separate from Stock Power by mail, UPS, Fed EX or
similar service to:
First Presbyterian Church Foundation
70 Union Street, North
Concord, NC 28025
If DTC- eligible Securities are Held in Street Names in Brokerage
Firm Account or Book Entry in Custodial Account:
6. Type or write "Letter of Transfer," preferably on Donor's
stationery, and have broker or custodian transfer stock to on e of
the following accounts:
Edward D. Jones (DTC # 0057)
227 Branchview Drive NE (P O Box 443)
Concord, NC 28025
For the Account of First Presbyterian Church (A/C # 281-02867-1-2)
- OR –
Wachovia Bank (DTC # 141)
401 South Tryon Street, 9th Floor
Charlotte, NC 28202
For the Account of First Presbyterian Church (A/C # 32433921)
7. If you wish to have your broker sell the securities, please call
the church office to arrange for setting up an account for the
church with the brokerage firm to receive the gift of stock or
bonds. The securities should not be sold in the donor's account. Do
not have the broker sell the securities until he talks with the
church office.
8. The value of the gift is determined by the mean of the high and
low of the selling price of the securities on the date the stock
certificates are received in the Foundation offices or are "booked"
by our broker.
9. If funds are in a Dividend Reinvestment Plan (DRIP), please call
the office for specific instructions.
If you, your broker, CPA or legal counsel have questions, do not
hesitate to call the church.
LETTER OF INTENT - TO BE TYPED ON DONOR'S STATIONERY
Name of Donor
Donor’s Address
Donor’s City, State, Zip Code
(Date)
(Treasurer Name), First Presbyterian Church
70 Union Street, North
Concord, NC 28025
This letter will authorize the transfer of ____ shares of [common or
preferred] stock of ___________________ to First Presbyterian Church
Foundation as a charitable gift.
Sincerely,
(Signature)
(Name of Donor) Social Security Number Date of Birth
(Name of Donor) Social Security Number Date of Birth
Cost basis of stock
Acquisition Date:___________________
Agreed and accepted this _____ day of ________________, 20_____.
FIRST PRESBYTERIAN CHURCH FOUNDATION
By:___ __________________________________, Treasurer
LETTER OF TRANSFER - TO BE TYPED ON DONOR'S STATIONERY
SAMPLE LETTER-NEEDED IF SECURITIES ARE HELD BY BROKERAGE FIRM
Name of Donor
Donor’s Address
Donor’s City, State, Zip Code
(Date)
Mr. Arnold G. Smith
Jones Brokerage Firm
1234 Main Street
Anytown, State ZIP
Re: XXXX Shares of Common Stock in XYZ Corporation
Held in Account Number ________________________
Dear Mr. Smith:
This is to authorize and direct Jones Brokerage Firm to deliver the
above referenced XXXX shares of XYZ Corporation common stock to
FIRST PRESBYTERIAN CHURCH FOUNDATION as a charitable gift, by
transferring the shares from my/our account through Depository Trust
Company to the account of First Presbyterian Church Foundation as
follows:
Edward D Jones Attn: Ron Smith
227 Branchview Drive NE
Concord, NC, 28025
DTC #_0057
Credit to Account # 281-02867-1-2
For First Presbyterian Church Foundation
Sincerely,
Name of Stockholder Social Security Number
Name of Joint Stockholder (if any) Social Security Number
Articles Of Incorporation
Of
First Presbyterian Church Foundation
Pursuant to §55A-2-02 of the North Carolina General Statutes, the
undersigned hereby submits these Articles of Incorporation for the purpose
of forming a nonprofit corporation.
1.
The name of
the corporation is First Presbyterian Church Foundation.
2.
The
corporation is a charitable or religious corporation as defined in
§55A-1-40(4) of the North Carolina General Statutes.
3.
The street
address and county of the initial registered office of the
Corporation in the State of North Carolina is 70 Union Street North,
Concord, Cabarrus County, North Carolina 28025.
4.
The mailing
address of the initial registered office of the corporation is the
Same
as the Street address: 70 Union Street North, Concord, Cabarrus County,
North
Carolina 28025.
5.
The name of
the initial registered agent at the initial registered office is
Todd
Hobbie.
6.
The name
and address of the incorporator are : Mark Shelley, 115 Church
Street NE, Concord, North Carolina 28025.
7.
The
corporation will not have members.
8. Upon dissolution of the corporation, the assets
thereof shall, after all
Liabilities and obligations of the corporation have been paid, or adequate
provision made therefore, be distributed to First Presbyterian Church of
Concord, N.C., Inc. Provided, if First Presbyterian Church of Concord, N.C.
shall have ceased to exist, then such assets shall be distributed to such
organization or organizations organized and operated exclusively for
charitable, civic, or social welfare purposes as shall at the time qualify
as exempt under §501(c)(3) of the Internal Revenue Code of 1986, as amended,
(or any corresponding successor provision of such law) (the “Code”), as the
directors of the corporation shall determine, exclusively for the purposes
set out herein. Any assets not so disposed of shall be disposed of by the
Superior Court of Cabarrus County, to such organization or organizations
which are organized and operated exclusively for charitable, civic, or
social welfare purposes as shall at the time qualify as exempt under
§501(c)(3) of the Code.
9. The street and mailing address and county of the
principal office of the
corporation is 70 Union Street North, Concord, Cabarrus County, North
Carolina 28025.
10.
To the
fullest extent permitted by the North Carolina Nonprofit
Corporation Act as it exists or may hereafter be amended, no person who is
serving or who has served as a director of the corporation shall be
personally liable for monetary damages for breach of any duty as director.
No amendment or repeal of this article, nor the adoption of any other
amendment to these Articles of Incorporation inconsistent with this article,
shall eliminate or reduce the protection granted herein with respect to any
matter that occurred prior to such amendment, repeal, or adoption.
11. The corporation is organized and will be operated
exclusively for charitable, religious and other such purposes as are allowed
by and comply with §501(c)(3) of the Code. The corporation shall have all
of the powers granted to nonprofit corporations under chapter 55A of the
North Carolina General Statutes (or any successor provision of North
Carolina law), so far as the same are consistent with the corporation’s
purpose, organization, and activity as an exempt organization under
§501(c)(3) of the Code.
13. No part of the net earnings of the corporation shall inure
to the benefit of, or be distributed to its directors, officers, or other
private shareholders or individuals as defined for purposes of §501 of the
code except that the corporation shall be authorized to (a) pay reasonable
compensation for services rendered, and (b) make payments and distributions
in furtherance of its purposes set forth herein. No substantial part of the
activities of the corporation shall be carrying on of propaganda or
otherwise attempting to influence legislation and the corporation shall not
participate in or intervene in (including the publication or distribution of
statements) any political campaign on behalf of or in opposition to any
candidate for public office. Notwithstanding any other provision of these
Articles, the corporation shall not, except to an insubstantial degree,
engage in any activities or exercise any powers not permitted to be engaged
in or exercised by a corporation exempt from Federal income tax under
§501(c)(3) of the Code or by a corporation organized under Chapter 55A of
the North Carolina General Statutes.
14. The number of directors constituting the initial board of
directors shall be eight (8); and the names and addresses of the persons who
are to serve as the initial directors are:
Cordelia Andrews
342 Beckwick Lane
Concord, North Carolina 28025
Robert Bratton
481 Caldwell Drive Southeast
Concord, North Carolina 28025
William C. Cannon
2601 Gold Hill Road
Concord, North Carolina 28025
Grady Carpenter
251 Ikerd Drive Southeast
Concord, North Carolina 28025
Todd
Hobbie (Ex Officio)
70 Union Street North
Concord, North Carolina 28025
E.
K. Prewitt, Jr.
472 Winfield Blvd. Southeast
Concord, North Carolina 28025
Mark
Shelley
115 Church Street NE
Concord, NC 28025
Elizabeth Younce
676 Cottingham Place
Concord, North Carolina 28025
This
the 4th day of January, 2006.
_____________________(Seal)
Mark Shelley
Incorporator
Bylaws
Of
First Presbyterian Church Foundation
ARTICLE 1
OFFICES
Section 1. Principal Office. The
principal office of the corporation shall be located at 70 Union Street
North, Concord, Cabarrus County, North Carolina.
Section 2. Registered Office. The
registered office of the corporation required by law to be maintained in the
State of North Carolina may be, but need not be, identical with the
principal office.
Section 3. Other Offices. The
corporation may have offices at such other places, either within or without
the State of North Carolina, as the board of directors may from time to time
determine, or as the affairs of the corporation may require.
ARTICLE II
NON-MEMBER ORGANIZATION
The corporation shall have no members,
certificate holders or shareholders; all functions and affairs of the
corporation being directed entirely by the directors thereof.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business
and affairs of the corporation shall be managed by the board of directors
and by such committees as the board may establish pursuant to these bylaws.
Section 2. Qualifications. All directors
shall be active members of First Presbyterian Church of Concord, North
Carolina, Inc. Two-thirds of the board of directors shall be either active
or inactive members of the session of First Presbyterian Church of Concord,
North Carolina, Inc. (the “session”). No director who has served a full six
year term shall be eligible to succeed himself or herself without first
having first rotated off the board of directors for one year.
Section 3. Members and Terms. The board
of directors shall consist of not less than five (5) nor more than nineteen
(19) directors, to be determined by the board of directors. The term for
each director, after the terms of the initial directors, shall be six (6)
years. The terms of office shall be staggered so that, as nearly as
possible, terms of one-sixth (1/6) of the directors shall expire each year.
The senior minister of First Presbyterian Church of Concord, North Carolina,
Inc., as the same shall change from time to time, shall serve as an
ex-officio director with full voting rights.
Section 4. Election. The seven (7)
initial directors named in the Articles of Incorporation shall serve their
terms as follows:
Class of 2006 (term expiring December 31, 2006)
Cordelia
Andrews
Class of 2007
William C.
Cannon
Class of 2008
Grady
Carpenter
Class of 2009
E. K. Prewitt,
Jr.
Class of 2010
Robert Bartton
Class of 2011
Mark Shelley
Beth Younce
During November of each year the board of directors shall
submit a list of nominations to the session for vacancies for the coming
year. Those directors receiving the highest numbers of votes shall be
deemed elected. In the event any member of the session so demands, election
of directors shall be by ballot.
Section 5. Vacancies. A vacancy
occurring in the board of directors may be filled by a majority of the
remaining directors, though less than a quorum, and the director so elected
shall serve the unexpired term of the director replaced thereby. Further,
if additional directors are required to comply with the terms of these
bylaws, then such directors may be elected by the board in the same manner
as for filling a vacancy, provided, however, the class expiring the soonest
shall be assigned to such directors.
Section 6. Removal. Directors may be
removed from office with or without cause by a two-thirds (2/3) vote of all
directors. In the event any director is so removed, a new director or
directors may be elected at the same meeting.
Section 7. Annual Meeting. The annual
meeting of the board of directors for the election of officers and for the
transaction of other business shall be held in January of each year on any
day in that month as determined by the board of directors.
Section 8. Special Meetings. Special
meetings of the board of directors may be called by or at the request of any
two (2) directors. Such meetings must be held in Cabarrus County, North
Carolina unless all directors unanimously consent otherwise.
Section 9. Quorum. One-half of the board
of directors hall constitute a quorum at any meeting of the board of
directors. The members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough members to leave less than a quorum.
Section 10. Notice of Meetings. The time
and place of regular meetings shall be established by the board of directors
and subsequently thereto regular meetings of the board of directors may be
held without notice.
The person or persons calling a special meeting
of the board of directors shall, at least ten (10) days before the meeting,
give notice thereof by an usual means of communication. Such notice need
not specify the purpose for which the meeting is called.
Attendance by a director at a 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.
Section 11. Informal Action by Directors.
Action taken by a majority of the directors without a meeting is
nevertheless board action if written consent to the action in question is
signed by all the director and filed with the minutes of the proceedings of
the board, whether done before or after the action so taken.
ARTICLE IV
COMMITTEES OF THE BOARD
The board of directors may create a Foundation
Development Committee, an Investment Committee and such other committees as
the board may determine. The board shall appoint members of the board of
directors to any committee. To the extent it deems advisable, the board
shall also appoint persons who are not directors to serve on committees.
Each committee of the board must have two (2) or more members who are
directors. Each committee member shall serve at the pleasure of the board
of directors.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the
corporation shall consists of President, Secretary and Treasurer, and other
officers such as Vice-Presidents and assistant Secretaries as the board of
directors may from time to time elect. Any two (2) or more offices may be
held by the same person, except the offices of President and Secretary.
Section 2. Election and Term. Each
officer shall hold office for one (1) year or until his or her death,
resignation, retirement, removal, disqualification, or his or her successor
shall have been appointed. Any officer may be removed from office at any
time with our without cause upon two-thirds (2/3) vote of all directors.
Section 3. Vacancy. Any vacancy
occurring shall be filled by the board of directors at a special meeting
duly called for such purpose, said substitute officers to serve the
remaining term thereof.
Section 4. President. The President
shall preside at all meetings. The President may appoint committees as
deemed necessary, in addition to any committees appointed by the board of
directors. The President shall be principal executive officer of the
corporation and, subject to control of the board of directors, shall
supervise the corporation in accordance with these bylaws.
Section 5. Vice President. The Vice
President shall, in the absence or disability of the President, perform the
duties and exercise the powers of that office. In addition, he shall
perform such other duties and have such other powers as the board of
directors shall prescribe.
Section 6. Secretary. The Secretary
shall keep accurate records of the acts and proceedings of all meetings of
shareholders and directors. The Secretary shall give all notices required
by law and by these bylaws. The Secretary shall have general charge of the
corporate books and records and of the corporate seal, and shall affix the
corporate seal to any lawfully executed instrument requiring it.
Section 7. Treasurer. The Treasurer
shall have custody of all funds and securities belonging to the corporation
and shall receive, deposit, or disburse the same under the direction of the
board of directors. The Treasurer shall keep full and accurate accounts of
the finances of the corporation in books especially provided for that
purpose, and he shall cause a true statement of its assets and liabilities
as of the close of each fiscal year and of the results of its operations and
of changes in surplus for such fiscal year, all in reasonable detail, to be
made and filed at the registered or principal office of the corporation with
four (4) months after the end of the fiscal year. The statement so filed
shall be kept available for inspection by any directors for a period of not
less than two (2) years, and the Treasurer shall mail or otherwise deliver a
copy of the latest statement to any director upon the written request
therefore. The Treasurer shall, in general, perform all duties incident to
the office and such other duties as may be assigned from time to time by the
President or by the board of directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS,
DEPOSITS
Section 1. Contracts. The board of
directors may authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 2. Loans. No loan 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
of directors. Such authority may be general or confined to specific
instances.
Section 3. Checks and Drafts. All
checks, drafts, or other orders for the payment of money issued in the name
of the corporation shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the
corporation not otherwise employed shall be deposited from time to time to
the credit of the corporation in such depositories as the board of directors
shall direct.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The corporate seal of
the corporation, as impressed on the margin hereof, is hereby adopted as the
corporate seal of the corporation.
Section 2. Waiver of Notice. Whenever
any notice is required to be given to any director under the provisions of
the North Carolina Nonprofit Corporation Act or under the provisions of the
charter or bylaws of this corporation, a waiver thereof in writing signed by
the person or person entitled to such notice whether before or after the
time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year. Unless otherwise
ordered by the board of directors, the fiscal year of the corporation shall
be from July 1 to June 30.
Section 4. Amendments. These bylaws may
be amended or repealed, subject to all provisions in the Articles of
Incorporation, and new bylaws may be adopted by affirmative vote of a
majority of the directors then holding office at any regular or special
meeting of the board of directors.
ARTICLE IX
DISTRIBUTION ON
DISSOLUTION
Upon the dissolution of the corporation, the
assets of the corporation shall be disposed of as set forth in the Articles
of Incorporation.
The foregoing bylaws were adopted by unanimous
vote of the board of directors held on the 28th day of February,
2006.
___________________________Secretary
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