CorpsVets, Inc. Bylaws Table of Contents
CorpsVets, Inc. Bylaws Table of Contents....................................................................................................................1 ARTICLE 1: NONPROFIT PURPOSES ........................................................................................................................3
SECTION 1. IRC SECTION 501 (c)(3) PURPOSES .............................................................................................3
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES...................................................................................3 ARTICLE 2: DIRECTORS .............................................................................................................................................3
SECTION 1. NUMBER ..........................................................................................................................................3
SECTION 2. QUALIFICATIONS ...........................................................................................................................3
SECTION 3. POWERS............................................................................................................................................3
SECTION 4. DUTIES..............................................................................................................................................4
SECTION 5. TERM OF OFFICE ...........................................................................................................................4
SECTION 6. COMPENSATION AND FINANCIAL OBLIGATION ...................................................................5
SECTION 7. REGULAR MEETINGS ...................................................................................................................5
SECTION 8. SPECIAL MEETINGS.......................................................................................................................5
SECTION 9. NOTICE OF MEETINGS .................................................................................................................5
SECTION 10. QUORUM FOR MEETINGS...........................................................................................................5
SECTION 11. MAJORITY ACTION AS BOARD ACTION ................................................................................6
SECTION 12. CONDUCT OF MEETINGS............................................................................................................6
SECTION 13. NONLIABILITY OF DIRECTORS AND OFFICERS...................................................................6
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS.........................6
SECTION 15. INSURANCE FOR CORPORATE AGENTS .................................................................................6
SECTION 16. DIRECTOR REVIEW PROCESS……………................................................................................6 ARTICLE 3: OFFICERS.................................................................................................................................................7
SECTION 1. DESIGNATION OF OFFICERS........................................................................................................7
SECTION 2. QUALIFICATIONS ...........................................................................................................................7
SECTION 3. APPOINTMENT AND TERM OF OFFICE .....................................................................................7
SECTION 4. REMOVAL AND RESIGNATION ...................................................................................................7
SECTION 5. VACANCIES .....................................................................................................................................7
SECTION 6. DUTIES OF CORPORATE EXECUTIVE DIRECTOR ..................................................................7
SECTION 7. DUTIES OF CORPORATE ASSISTANT DIRECTOR ....................................................................8
SECTION 8. DUTIES OF SECRETARY.................................................................................................................8
SECTION 9. DUTIES OF TREASURER................................................................................................................8
SECTION 10. COMPENSATION ...........................................................................................................................9
SECTION 11. OFFICER REVIEW PROCESS………………...............................................................................9 ARTICLE 4: MEMBERSHIP .........................................................................................................................................9
SECTION 1. NON-DISCRIMINATORY PRACTICES .........................................................................................9
SECTION 2. MEMBERSHIP QUALIFICATION ..................................................................................................9
SECTION 3. CLASSES OF MEMBERSHIP .......................................................................................................10
SECTION 4. REMOVAL ......................................................................................................................................10
SECTION 5. APPEAL…………….......................................................................................................................10 ARTICLE 5: ALUMNI ADVISORY COUNCIL..........................................................................................................10
SECTION 1. ESTABLISHMENT AND SELECTION.........................................................................................10
SECTION 2. QUALIFICATIONS .........................................................................................................................10
SECTION 3. COMPENSATION AND FINANCIAL OBLIGATION..................................................................11
SECTION 4. TERM OF FUNCTION …………...................................................................................................11
SECTION 5. DUTIES……....................................................................................................................................11
SECTION 6. POWERS .........................................................................................................................................11
SECTION 7. REMOVAL ......................................................................................................................................11
ARTICLE 6: ANNUAL MEETING AND ELECTION ...............................................................................................11
SECTION 1. ANNUAL MEETING ……………………………..........................................................................11
SECTION 2. VOTING PARTIES..........................................................................................................................12
SECTION 3. VOTING PROCEDURES …………...............................................................................................12
ARTICLE 7: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS ..........................................................12
SECTION 1. EXECUTION OF INSTRUMENTS................................................................................................12
SECTION 2. ANNUAL BUDGET .......................................................................................................................13
SECTION 3. CHECKS AND NOTES ..................................................................................................................13
SECTION 4. DEPOSITS........................................................................................................................................13
SECTION 5. GIFTS ..............................................................................................................................................13
SECTION 6. AUDITS............................................................................................................................................13
SECTION 7. CORPS INCOME............................................................................................................................13 ARTICLE 8: CORPORATE RECORDS AND REPORTS ..........................................................................................13
SECTION 1. MAINTENANCE OF CORPORATE RECORDS ..........................................................................13
SECTION 2. DIRECTORS' INSPECTION RIGHTS............................................................................................14
SECTION 3. MEMBERS' INSPECTION RIGHTS .............................................................................................14
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS ...............................................................................14
SECTION 5. PERIODIC REPORTS .....................................................................................................................14
ARTICLE 9: IRC 501(c)(3) TAX EXEMPTION PROVISIONS ...............................................................................14 SECTION 1. LIMITATIONS ON ACTIVITIES ...............................................................................................14 SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT.................................................................15 SECTION 3. DISTRIBUTION OF ASSETTS ....................................................................................................15 SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS.......................................15
ARTICLE 10: AMENDMENT OF BYLAWS ............................................................................................................15 SECTION 1. AMENDMENT ...........................................................................................................................15 SECTION 2. ALUMNI ADVISORY COUNCIL APPROVAL...........................................................................15
ARTICLE 11: CONSTRUCTION AND TERMS .......................................................................................................16
AMENDMENTS TO CORPSVETS BYLAWS .........................................................................................................18
Bylaws
Of
CorpsVets, Inc.
d.b.a.
The CorpsVets Drum & Bugle Corps
d.b.a
Atlanta CV
ARTICLE 1: NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501 (c)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The mission statement of Atlanta CV is to foster within each member world-class performance and personal skills through a positive and challenging marching arts program emphasizing character, work ethic, and teamwork. The plan of operation of this corporation shall be to participate in civic functions for those interested in drum and bugle corps; to contract for rehearsal facilities so as to afford its members an opportunity to engage in marching and maneuvering in the playing of drum corps musical instruments; to cooperate with other organizations having similar interests and in any other way to further the object stated in the preceding sentence.
ARTICLE 2: DIRECTORS
SECTION 1. NUMBER
One Board of Directors shall advise this corporation. The Board will consist of nine voting Directors, including the Chairperson of the Board. The Board shall elect one of its Directors as Chairperson to serve at the will of the Board. In the event that the Board has a vacant Director position, an individual shall be appointed or elected through special election procedures to assure a full voting complement on the Board. The Board may decide by a two-thirds vote to allow expansion beyond nine Directors. Any additional Directors will hold the same powers and duties as all other Directors (excluding the Chairperson) and will be held to the same requirements and will be selected by special election as detailed in Section 4.
SECTION 2. QUALIFICATIONS
Directors shall be age 21 or older at the start of their appointment.
SECTION 3. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
SECTION 4. DUTIES
All members of the Board shall hold an equal vote. The Chairperson of the Board is considered a voting member of the Board of Directors. A simple majority is sufficient to approve a motion not bound by any other clause(s) within these Bylaws.
Directors and Corporate Officers shall attend all Board meetings.
Any Director (including the Chairperson) may resign by giving written notice to the Chairperson of the Board, the Corporate Executive Director, the Secretary, and the Board of Directors. A resignation is effective 30 days after written notice is given, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
All Directors shall: ensure the mission is carried out, maintain fiduciary responsibility, maintain ethical standards and Board confidentiality, recognize conflicts of interest, respect and support the staff, respect other Board members, enhance the public image of the organization and recruit other volunteers.
Any Director (including the Chairperson) may be removed from office for sufficient cause(s). A two-thirds vote of the Board shall be required to remove any Director (including the Chairperson) from his/her position. Any such removal of a Director shall be effective immediately upon completion of the vote, unless otherwise noted.
The Board shall have the right to appoint Directors to fill vacancies for the remainder of the term of said vacancy by special election, wherein a Director must be elected by a majority vote of the Board. The Board shall make reasonable efforts to return to nine qualified Directors if vacancies exist. If the Board was expanded beyond nine Directors prior to the removal, resignation, or otherwise vacating of a Director position, and remains at or above nine members after such an event, no action needs to be taken by the Board to fill the Director position.
SECTION 5. TERM OF OFFICE
The standard term of office for an elected Director is three years. In order to achieve continuity of operation, the Directors will agree to alternate the terms of office such that a three year rotation is established, wherein the terms of exactly three of the nine Board positions will expire and require reelection in each of the three years. In the event that this three year rotation is disrupted such that the terms of exactly three of the nine Board positions do not expire and require reelection in any given year, the Board must approve the extension or reduction of Director positions by majority vote in a way that the three year rotation is reestablished as stated above by no later than 30 days before the next election.
Each Director shall hold office for a period of three years and until their successor is elected and qualifies, or until the Director is reelected for an additional term. If the Board was expanded beyond nine members, it is acceptable for more than three Board positions to expire in a given year, so that each Director’s three year term expires at the correct time, but only three positions will be available for reelection in a given year.
The Chairperson of the Board shall be responsible for overseeing nomination recommendations for Board positions prior to annual elections, as well as special elections as needed. This responsibility includes notifying all corporate membership of upcoming Board vacancies no less than thirty days prior to the annual election, and may also include contacting potential nomination recommendations from outside the corporate membership. The Chairperson will accept nomination recommendations and present them to the Board for review. Those nominees accepted by the Board will be included on the ballot for election.
SECTION 6. COMPENSATION AND FINANCIAL OBLIGATION
Directors shall not receive compensation for their services on the Board. Any member of the Board shall be allowed to serve the organization in any other capacities and receive compensation for those services. Directors are responsible for an annual monetary contribution to the corporation. After each annual election the Board will determine the amount of monetary contribution required from the Directors for the coming fiscal year, and Directors may pay this amount to the corporation directly or donate in kind.
SECTION 7. REGULAR MEETINGS
Regular meetings of Directors shall be held as needed, but at a minimum of quarterly during the fiscal year.
SECTION 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Corporate Executive Director, the Assistant Director, the Secretary, by any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the time and place designated by the persons calling the special meeting, with all necessary considerations and accommodation such that a quorum may be reached.
SECTION 9. NOTICE OF MEETINGS
Notice of meetings is for the Board of Directors, Executive Officers, and any other persons required to attend a meeting. Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:
a. Regular Meetings. Regularly scheduled meetings should be clearly advertised and made discoverable to all Directors of the Board, all Executive Officers, and any other persons required to attend such meetings. No additional notice need be given of any regular meeting, though additional notice may be provided as deemed appropriate. Notice will be given if the regular meetings should occur any more frequently than 14 days.
b. Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by electronic communications, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
SECTION 10. QUORUM FOR MEETINGS
A quorum shall consist of five of the members of the Board of Directors. If the Board has been expanded, the quorum shall increase by one for every two currently serving Directors over the standard Board size of nine.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 12. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absences, the Corporate Executive Director of the corporation or, in his or her absence, by the Assistant Director of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding Officer shall appoint another person to act as Secretary of the Meeting. Roberts Rules of Order shall govern meetings, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 13. NONLIABILITY OF DIRECTORS AND OFFICERS
The Directors and Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 14. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 15. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, Officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
SECTION 16. DIRECTOR REVIEW PROCESS
No review process is required of any Director unless specifically requested. Any other Director, or Executive Officer, or Advisory Councilor may request a review of a Director. Once requested, the Director will have 30 days maximum to prepare a statement on their performance of duties during the current and/or previous season, as well as any other information the individual deems applicable. The Director in question shall present their statement during a Board meeting within the specified 30 days, including a quorum of Directors excluding the Director under review, as well as all Executive Officers and Councilors able to attend and given specified notice of meeting. Any Director, Executive Officer, Councilor, or other related party may request the Director under review address any concern in their statement. After the Director under review has presented their statement, all other Directors, Executive Officers, Councilors, and other related parties may engage in questioning the Director under review. At the termination of the review process, it is the responsibility of the remaining Directors, Executive Officers, and Advisory Councilors to determine if further action is required. A review process request may be submitted anonymously by any other Director, Officer, or Councilor, in which case it is the responsibility of the party requesting review to ensure their request is fulfilled and the responsibility of the contacted person to initiate the review process and ensure anonymity of the requesting party. A Director, Officer, or Councilor may request an anonymous review on his or her own behalf.
ARTICLE 3: OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The Officers of the corporation shall be a Corporate Executive Director, an Assistant Director, a Secretary, and a Treasurer. The same person may not hold the offices of Corporate Executive Director and Treasurer.
SECTION 2. QUALIFICATIONS
Any person may qualify to serve as Officer of this corporation as determined by the Board of Directors.
SECTION 3. APPOINTMENT AND TERM OF OFFICE
Officers shall be appointed by the Board of Directors, at any time, and each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be appointed and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
The Board of Directors may remove any Officer, either with or without cause, at any time by a two-thirds majority vote of the Board. Any Officer may resign at any time by giving written notice to the Board of Directors and to the Corporate Executive Director, Assistant Director, and Secretary of the corporation. Any such resignation shall take effect thirty days after the receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board of Directors relating to the employment of any Officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Corporate Executive Director, such vacancy may be filled temporarily by appointment by the Corporate Executive Director until such time as the Board shall fill the vacancy. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
SECTION 6. DUTIES OF CORPORATE EXECUTIVE DIRECTOR
The Corporate Executive Director shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. The Corporate Executive Director shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Board of Directors. The Corporate Executive Director is obligated to keep the Assistant Director apprised of all pertinent and viable information concerning the operation of the corps. The Corporate Executive Director should have the Assistant Corporate Executive Director prepared to take over at all times in the event of his/her absence.
SECTION 7. DUTIES OF CORPORATE ASSISTANT DIRECTOR
In the absence of the Corporate Executive Director, or in the event of his or her inability or refusal to act, the Assistant Director shall perform all the duties of the Corporate Executive Director, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Corporate Executive Director. The Assistant Director shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. The Assistant Corporate Executive Director is responsible for obtaining all pertinent and viable information concerning the operation of the corps from the Corporate Executive Director. The Assistant Corporate Executive Director should be prepared at all times to replace the Corporate Executive Director should he/she be absent, or in the event of his or her inability or refusal to act.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
SECTION 10. COMPENSATION
The salaries of the Officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by Officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
SECTION 11. OFFICER REVIEW PROCESS
No review process is required of any Officer unless specifically requested. Any other Officer, or Director, or Advisory Councilor may request a review of an Officer. Once requested, the Officer will have 30 days maximum to prepare a statement on their performance of duties during the current and/or previous season, as well as any other information the individual deems applicable. The Officer in question shall present their statement during a Board meeting within the specified 30 days, including a quorum of Directors, as well as all other Executive Officers and Councilors able to attend and given specified notice of meeting. Any Director, Executive Officer, Councilor, or other related party may request the Officer under review address any concern in their statement. After the Officer under review has presented their statement, all Directors, other Executive Officers, Councilors, and other related parties may engage in questioning the Officer under review. At the termination of the review process, it is the responsibility of the Directors, remaining Executive Officers, and Advisory Councilors to determine if further action is required. A review process request may be submitted anonymously by any other Officer, Director, or Councilor, in which case it is the responsibility of the party requesting review to ensure their request is fulfilled and the responsibility of the contacted person to initiate the review process and ensure anonymity of the requesting party. A Director, Officer, or Councilor may request an anonymous review on his or her own behalf.
ARTICLE 4: MEMBERSHIP
SECTION 1. NON-DISCRIMINATORY PRACTICES
The membership of CorpsVets, Inc., is open to all interested individuals regardless of age, sex, race, religion, color, creed, affectional preference, public assistance status, marital status, handicap, or national origin.
SECTION 2. MEMBERSHIP QUALIFICATION
Any individual agreeing to the current dues structure, as established by the Board of Directors, may be declared a member. Further qualifications to become a performing member are described in Section 3.
Dues shall be paid in full at least 30 days prior to the annual meeting to ensure voting and/or performing privileges as applicable. Non payment of dues without arrangement of a payment plan may result in suspension of performing member status by the Corporate Executive Director, as defined in Section 4 below.
SECTION 3. CLASSES OF MEMBERSHIP
There shall be three classes of membership:
a. Performing Members: Membership is open to all ages assuming the individual meets all other requirements of the creative, instructional, and executive staff.
b. Non-performing Members: Members meeting dues requirements as established by the Board and alumni in good standing.
c. Honorary Membership: A non-voting membership classification for firms, corporations, and any other organization meeting minimum contribution standards as determined by the Board.
SECTION 4. REMOVAL
The Corporate Executive Director may, at any time, suspend membership due to non-compliance with policies and procedures stated in the CorpsVets Members' Guide. Suspensions remain in effect until the next scheduled Board meeting, where, upon Board's review, reinstatement provisions or termination will be decided by a two-thirds vote. Individual membership may be terminated at any time due to conduct injurious to other members or to the interest of this organization. Membership terminations shall be effected by a two-thirds vote of the Board. The Board may also choose to impose restrictions on participation and association with the corps for any future length of time by a two-thirds vote of the Board. It is the responsibility of the Board and the Executive Officers to maintain a record of all individuals with restriction on membership.
SECTION 5. APPEAL
If a former member has had their membership terminated and/or has been restricted from future corps activity, that individual has the right to appeal their decision once each calendar year. The former member may contact any Director or Executive Officer to initiate an appeal of their status. Once contacted, the Director or Officer is responsible for notifying the Board no later than the next Board meeting. The Board then has up to 60 days to gather all necessary information from all parties involved and vote on whether to continue, alter, or overturn any restrictions on the individual’s current and future membership by a two-thirds majority vote. Any related party may be invited to present any pertinent information before the Board, although they are not required to do so.
ARTICLE 5: ALUMNI ADVISORY COUNCIL
SECTION 1: ESTABLISHMENT AND SELECTION
The Board of Directors may vote by majority to establish an Alumni Advisory Council. Establishment of an Alumni Advisory Council shall include the ratification of a charter which must at a minimum define how the Council meets and approves motions. If established, the Board will be responsible for selecting Advisory Councilors and assist in the operations of the Council as appropriate. The Board is responsible for determining the application process for potential Councilors, advertising available positions on the Council, and voting to approve Councilors by majority vote.
SECTION 2: QUALIFICATIONS
Any person who is an alumnus of the corps in good standing may qualify as a Councilor of this corporation. The Board of Directors may decide a person’s status as alumnus in good standing, or waive the requirement of alumnus, in special circumstances as deemed necessary. No current Director of the Board or Executive Officer may additionally serve as a Councilor, though Executive Officers and Directors may be involved in communicating with the Council and facilitating Council meetings and activities.
SECTION 3: COMPENSATION AND FINANCIAL OBLIGATION
Councilors shall not receive compensation for their services on the Council. Any member of the Council shall be allowed to serve the organization in any other capacities and receive compensation for those services. Councilors are responsible for an annual monetary contribution to the corporation. Upon establishment of an Advisory Council the Board will determine the amount of monetary contribution required from Councilors for the coming year, and Councilors may pay this amount to the corporation directly or donate an equivalent value of materials in kind as needed by the corporation. The annual monetary contribution set by the Board for each Councilor may not exceed the annual monetary contribution set by the Board for each Director.
SECTION 4: TERM OF FUNCTION
Once established, the Alumni Advisory Council shall function until the end of the fiscal year in which it was established. If the Board votes to reestablish the Advisory Council in a subsequent year, the Councilor selection process established in Section 1 will begin again. The Board may vote by majority to extend the term of a Councilor from a previous year or otherwise expedite that Councilor’s selection process.
SECTION 5: DUTIES
The Board of Directors and/or the Alumni Advisory Council may establish additional duties and requirements for Councilors. Such requirements may include, but are not limited to, actively participating in the corps through performance or education, volunteering on behalf of the corps, and participation in Advisory Council meetings and business.
SECTION 6. POWERS
Councilors are entitled to vote in the annual election of Directors of the Board. The Advisory Council can pass a motion to compel the Board to discuss and vote on any matter within the Board’s purview. Any Councilor may put forth a motion to the Advisory Council, and if the motion is approved by a majority of Councilors then the motion shall be passed to the Board for discussion and decision at the next Board meeting to the best of their abilities. Any amendment to the Bylaws will require a majority vote of approval by the Advisory Council. A Councilor may request to observe any Board meeting, and the Board is required to provide meeting notice to the Advisory Council if the Board is discussing a motion by the Advisory Council.
SECTION 7: REMOVAL
The Board may vote by two-thirds majority to remove any Councilor for any cause at any time. The Board must notify the Alumni Advisory Council at large of any such decision within 30 days of removal.
ARTICLE 6: ANNUAL MEETING AND ELECTION
SECTION 1: ANNUAL MEETING
An annual meeting will be held in order to inform all membership of the state and operations of the corps, elect the Directors of the Board, and to carry out any additional membership and organizational business. An annual meeting of all corporation members shall be held at such time and place designated by the Board so long as it is prior to December 31st of that calendar year. Notification must be given to performing membership, Alumni Advisory Councilors, and all other applicable parties 30 days prior regarding the date and location of the annual meeting. All upcoming Board vacancies must be announced as part of this notification, as well as the process and requirements for any interested and qualified individuals to declare their intent to run for election for one of these vacancies. The election of Directors of the Board may take place as a separate event from the annual meeting, in which case separate notice must be provided to all applicable parties for each event.
SECTION 2: VOTING PARTIES
All Alumni Advisory Councilors, any Directors not currently running for election, and any Executive Officer not receiving payment for their position is entitled to vote. Each eligible voter shall receive an equal share of voting power unless otherwise specified. The Board may implement an alternate distribution of voting shares if the distribution is approved unanimously by all current Directors and a two-thirds majority of all current Councilors at least thirty days before the election.
SECTION 3: VOTING PROCEDURES
The election will be held at the time and place designated in Section 1. All candidates will have an opportunity to address the voting members before the voting begins. Any candidates not in attendance may choose to submit a written statement to be read by an individual present at the election. At the conclusion of all candidates’ addresses, voting shall commence. Unless otherwise specified as described in Section 2, each eligible voter will anonymously submit one ballot containing the names of their three preferred candidates. The Board shall supply all necessary means and materials required for voting.
The Board and the Alumni Advisory Council may choose to allow absentee ballots from voters not able to attend the election by majority vote from both parties as applicable, decided at least seven days prior to the election. If absentee voting is approved, all candidates will have the opportunity to provide a written statement to be sent to all absentee voters. It is the responsibility of the Board to collect and distribute these statements as well as to design and distribute the method for absentee ballot distribution and collection. Absentee voting will be allowed for 72 hours from the time statements and ballots are distributed, after which time the voting period will close.
At the conclusion of the voting period, all ballots will be counted by no less than two Directors not currently running for reelection. The three candidates receiving the largest number of votes will be officially elected as a Director of the Board. In the event of a tie, the Board must initiate a special election to select which candidate(s) in question are elected, as outlined in Article 3, Section 4. All candidates must be notified of their election results no less than 48 hours after the conclusion of the tallying of votes.
ARTICLE 7: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power of authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any account.
The fiscal year of the Corporation shall begin October 1 and end September 30.
SECTION 2. ANNUAL BUDGET
An end of the year financial report will be presented to the Board by the Corporate Executive Director and/or the Treasurer for the previous fiscal year. The Corporate Executive Director and/or Treasurer shall present a proposed fiscal year operating budget for the next fiscal year to the Board for review and approval. Variances from the original to the actual budget will be reviewed and the new budget approved by the Board. This financial report and proposed budget will be presented at the annual Board planning meeting.
SECTION 3. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or the Corporate Executive Director of the corporation.
Purchases and expenditures by any authorized purchasers outside the approved annual budget shall require the approval of the Board.
SECTION 4. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
SECTION 5. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
SECTION 6. AUDITS
The Board shall be in charge of auditing the financial books and records of the Corporation on a timely basis for each fiscal year. The Board may hire an independent accounting firm to perform this audit, review, or compilation. The type of accounting service will be determined by the Board based on the needs of the CorpsVets for that year. A copy of the report shall be available for inspection by any member.
SECTION 7. CORPS INCOME
The Board shall form committees for the purpose of raising funds for the organization. In addition, the Board shall appoint a person(s) for the purpose of collecting dues.
ARTICLE 8: CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office or at location as determined by the Board:
a. Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; d. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 3. MEMBERS' INSPECTION RIGHTS
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which list is to be complied.
b. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORTS
The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 9: IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
The Corporation may be dissolved either voluntarily or involuntarily. Voluntary dissolution proceedings may be instituted whenever a resolution therefore is adopted by a two-thirds vote of the Board.
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 494(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 10: AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
A unanimous (all Directors present or by absentee ballot) vote of the Board will be required to amend the Bylaws, except where the amendment may affect an item referred to in the Georgia Non Profit Corporations Code. Any amendment approved by the Board (and Alumni Advisory Council, when applicable) will be effective immediately upon full approval.
SECTION 2. ALUMNI ADVISORY COUNCIL APPROVAL
The Alumni Advisory Council has the power to compel the Board to discuss and vote on amendments to the Bylaws, as detailed in Article 6, Section 6. If there is an Advisory Council, all amendments to the Bylaws approved by the Board shall then be sent to the Advisory Council, which must approve the amendments by majority vote before the amendments are considered fully approved and effective. The Alumni Advisory Council must vote to approve or reject an amendment to the Bylaws within thirty days of receiving notice from the Board. If a vote is not held by the Alumni Advisory Council within thirty days of receiving notice of an amendment, the amendment is considered fully approved and effective by default.
ARTICLE 11: CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Bylaws shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
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We, the undersigned, are all of the Directors and Executive Officers of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this corporation.
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Russ Thompson, Corporate Executive Director
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Grayson Gunn, Assistant Executive Director
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Sue Nedvidek, Treasurer
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Caroline Maughon, Secretary
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Aaron Spivey
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Michael Nedvidek
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Jim Schmelzer
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Jenney Kliesrath
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Matt Baxter
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Clarissa Curtis
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Kira Sink
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James Wolters
AMENDMENTS TO CORPSVETS BYLAWS