Here is the text of the By-Laws. Please review and feel free to post with comments, suggested changes or additions, or suggested deletions. Some of the language is statutory but most of it mirrors the By-Laws we received from Mr. Van Cleave. Thanks, Linda
BYLAWS OF NORTH CAROLINA CITIZENS DEFENSE LEAGUE
A NON-PROFIT CORPORATION
ARTICLE I
SECTION 1. NAME. The name of the organization shall be North Carolina Citizens Defense League.
SECTION 2. OFFICE. The principal office shall be at _________________________, [city name], North Carolina _______. The Corporation may also have such other offices within or without the State of North Carolina as the Board of Directors may, from time to time, designate, and as the business and affairs of the Corporation may require.
ARTICLE II
PURPOSES
SECTION 1. PURPOSES. The purposes for which the corpora¬tion is organ¬ized are:
(a) Exclusively religious, charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the correspond¬ing provision of any future United Stated Internal Revenue law; and
(b) Specifically, for the purposes set forth in its Articles of Incorporation which are filed with the North Carolina Secretary of State; and
(c) Generally, to engage in any lawful activity or activities for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina subject to the limitations provided for in these Articles.
Notwithstanding any other provisions of these articles, this organization will not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, all the corporate powers shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number such powers as they may see fit.
SECTION 2. NUMBER, TERM AND QUALIFICATIONS. The number of directors shall not be less than five (5) nor more than seven (7). Beginning with the commencement of the third fiscal year of the corporation, any natural person who has attained the age of twenty-one (21) years and has been a member in good standing of the corporation for two (2) years is eligible for membership on the Board. The Board of Directors shall be divided into three classes, as nearly equal in number as may be, to serve in the first instance of terms of one, two or three years, respectively, and until their successor shall be elected and shall qualify, and thereafter the successors in each class of directors shall be elected to serve for terms of three years and until their successors shall be elected and shall qualify. In the event of an increase or decrease in the number of directors, the additional or eliminated directorships shall be so classified or chosen that all classes of directors shall remain or become equal in number, as nearly as may be. No director may serve more than three consecutive full three year terms without rotating off the Board of Directors for a least one year.
SECTION 3. NOMINATIONS. At least twenty (20) days prior to the Annual Meeting of the Board of Directors, the Nominating Committee shall present to the Board of Directors a slate of nominees to be elected to serve on the Board of Directors at the Annual Meeting. Other candidates may be nominated by the Directors of the corporation from the floor to be added to those selected by the Nominating Committee provided that the nominee’s willingness to serve has been determined in advance of the nomination.
SECTION 4. ELECTIONS. Directors shall be elected at the Annual Meeting by a majority vote of the Directors present, provided, however, the Board of Directors of this corporation and/or its duly appointed Nominating Committee shall annually recommend the names of persons for election to the Board of Directors. In the event of the death, resignation, retirement, removal or disqualification of a member of the Board of Directors during their appointed term of office, their successor shall be elected and serve only until the expiration of the term of their predecessor. The Board of Directors shall have the power to temporarily fill, at its discretion, vacancies occurring on the Board of Directors by appointment.
SECTION 5. REMOVAL. Any Board member may be removed at any time with or without cause by action of the Board of Directors. If any director is so removed, a new director or directors, as the case may be, may be elected at the same meeting of the Board of Directors.
SECTION 6. EX OFFICIO MEMBERS. There may be such ex officio members of the Board of Directors as are elected by a majority vote of the Board of Directors at any meeting of such Board.
SECTION 7. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shall perform all other such duties as are incident to his/her office or may properly be required of him/her by the Board of Directors. He/She shall be, ex-officio, a member of all committees.
SECTION 8. CONFLICT OF INTEREST.
(a) A conflict of interest may exist when any director, officer or staff member may be seen as having interests which are adverse to the interests of the corporation, or which compensate the director, officer or staff member directly, or indirectly.
(b) Any conflict of interest shall be disclosed to the Board of Directors by the person concerned. When any conflict of interest is relevant to a matter requiring action by the Board of Directors, the interested person shall call it to the attention of the Board of Directors or its appropriate committee and such person shall not vote on the matter; provided, however, any Director disclosing a possible conflict of interest may be counted in determining the presence of a quorum at the meeting of the Board of Directors or a committee thereof.
(c) The person having the conflict shall retire from the room in which the Board or its committee is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration. However, if requested by the Board or committee, that person shall provide the Board or committee with any or all relevant information.
(d) The minutes of the meeting of the Board or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors or its committee, excluding the vote of the person concerning whose situation the doubt has arisen.
(e) A copy of this conflict of interest statement shall be furnished to each director, officer and staff member who is serving the corporation. This policy shall be reviewed periodically for the information and guidance of directors, officers and staff members. Any new directors, officers or staff members shall be advised of the policy upon undertaking the duties of office.
ARTICLE IV
MEETING OF BOARD OF DIRECTORS
SECTION 1. ANNUAL MEETING. An annual meeting of the Board of Directors of this corporation shall take place within one hundred twenty (120) days after the end of each fiscal year of the corporation on a date determined by the Board of Directors, at a place designated by the Chairman of the Board of Directors. Notice of the time and place of such meeting shall be given in writing at least two (2) weeks in advance, unless such actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors' actions at such meeting.
SECTION 2. ATTENDANCE BY REMOTE COMMUNICATION. Any or all Directors may participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating in the meeting may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed present in person at the meeting.
SECTION 3. QUORUM. A quorum to transact business at any meeting of the Board of Directors shall consist of at least a simple majority in number of the members of the Board of Directors.
SECTION 4. REGULAR MEETINGS. The Board of Directors shall hold regular meetings at such times as are designated by the Chairman of the Board of Directors. At least ten (10) days advance written notice shall be given for each meeting, unless such actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors' actions at such meeting.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors for a specific purpose may be called at any time by its Chairman or by the request of at least two (2) members of the Board of Directors. The specific purpose must be stated in the notice and no other business shall be transacted thereat. Unless actual notice is not required by the laws of the State of North Carolina or these Bylaws for the validity of the Directors’ actions at any such special meeting, notice must be given not less than three (3) days prior to any special meeting. Such notice may be given by any usual means of communication. Meetings shall be held at a place and at such time as shall be fixed by the Chairman or Board of Directors members calling the meeting.
SECTION 6. ATTENDANCE. All Board of Directors members are expected to attend all meetings.
SECTION 7. MANNER OF ACTING. Except as otherwise provided in these Bylaws, the act of the majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present at the commencement of a Board meeting, the validity of the acts of the Board at that meeting cannot be defeated if the number of Directors thereafter present is reduced below the number which constitutes a quorum.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Board of Directors of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
SECTION 9. INFORMAL ACTION BY DIRECTORS. Action taken by a majority of the Board of Directors without a meeting is nevertheless Board of Directors action if written consent to the action in question is signed by all the members of the Board of Directors and filed with the minutes of the proceedings of the Board of Directors, whether done before or after the action so taken. A consent signed under this section has the effect of a meeting vote and may be recorded as such in any document. A Director’s consent to action taken without meeting or revocation thereof may be in electronic form and delivered by electronic means.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. Officers of the corporation shall consist of a President, a Secretary, and a Treasurer and other officers, including one or more Vice Presidents, as the Board of Directors may from time to time elect. The Board shall have the right to create such additional offices as it deems beneficial to the Corporation. Except for President, the Board has the right to combine offices into one, such as Secretary and Treasurer. No person may hold more than one office at the same time, except as noted above with Secretary/Treasurer.
SECTION 2. QUALIFICATIONS. Each Officer of the Corporation shall be a Regular or Executive Member of the Corporation, and shall not hold office in any organization having a purpose similar to any purpose of the Corporation.
SECTION 3. NOMINATIONS. In the event the Board of Directors has appointed a nominating committee to act, such committee shall present a slate of candidates for each office to be filled at least twenty (20) days prior to the Annual Meeting. Other candidates may be nominated by the Board of Directors from the floor to be added to those selected by the Nominating Committee provided that the nominee's willingness to serve has been determined in advance of the nomination.
SECTION 4. ELECTIONS. Officers shall be elected at the Annual Meeting of the Board of Directors by a majority in number of the members of the Board of Directors present. Officers shall assume their duties immediately after the Annual Meeting and shall serve for a one (1) year term and until their successors are duly elected and qualified, unless such terms are otherwise designated by separate resolution of the Board of Directors.
SECTION 5. REMOVAL. Any Officer may be removed upon an affirmative vote of a majority of the entire Board of Directors, whenever in its judgment, the best interests of the Corporation would be served thereby.
SECTION 6. PRESIDENT. The President shall be a director and serve as the Chairman of the Board of Directors, presiding at all meetings, shall make reports to the Board of Directors and shall perform all such other duties as are incident to his/her office or may properly be required of him/her by the Board of Directors. He/She shall be, ex officio, a member of all commit¬tees.
SECTION 7. VICE PRESIDENT. In the absence of the Chairman of the Board of Directors or in the event of his or her death, inability or refusal to act, the Vice-Chairman of the Board of Directors shall perform the duties of the Chairman of the Board of Directors, and when so acting shall have all the powers of and be subject to all the restrictions, as may be applicable, upon the Chairman of the Board of Directors. However, in the event of the death or incapacity of the President, a new President shall be elected as soon as possible by the Board of Directors.
SECTION 8. TREASURER. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such depositories as shall be selected in accordance with the provisions of these Bylaws;
(b) prepare, or cause to be prepared, a true statement of the corporation's assets and liabilities as of the close of each fiscal year, and a statement of the corporation's gross receipts and all expenses for such fiscal year, all in reasonable detail, which statements shall be made and filed at the corporation's registered office or principal place of business in the State of North Carolina within three (3) months after the end of such fiscal year and thereat kept available for a period of at least ten (10) years; and
(c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chairman or by the Board of Directors, or by these Bylaws.
SECTION 9. SECRETARY. The Secretary shall:
(a) keep the minutes of the meetings of the Board of Directors and of all Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and
(d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chairman or by the Board of Directors.
SECTION 10. ASSISTANT OFFICERS. Assistant Secretaries or Assistant Treasurers, as may be elected by the Board of Directors, shall perform the duties and exercise the powers of the Secretary or the Treasurer, respectively, in their absence, and shall perform such other duties incident to their office as may properly be required by the Board of Directors.
ARTICLE VI
EXECUTIVE COMMITTEE
SECTION 1. MEMBERSHIP. The Executive Committee shall initially consist of at least five (5) members, but no more than seven (7) members, including the Chair, Vice-Chair, Secretary and Treasurer, and the others of whom shall be elected from and by the Board of Directors. The Board of Directors may, by resolution, change the number of members on the Executive Committee. The names of nominees to fill any vacancy on the Executive Committee shall be published at least twenty (20) days prior to the meeting at which the election is conducted. Any Director shall be entitled to nominate a number of persons equal to the number of vacancies on the Executive Committee.
SECTION 2. OFFICERS. The Chair of the Board of Directors shall be Chair of the Executive Committee and preside at all meetings. The Vice-Chair of the Board of Directors shall be Vice- Chair of the Executive Committee and preside in the absence of the Chair.
SECTION 3. MEETINGS. Meetings of the Executive Committee shall be held at the call of the Chair, or at the call of the Vice-Chair and one other member of the Executive Committee. Notice of the time and place of any meeting of the Executive Committee shall, whenever practical, be provided by telephone, e-mail or telefax to all members at least twenty-four (24) hours prior to the time of the meeting. If notice is mailed, the notice must be mailed at least seventy-two (72) hours prior to the time of the meeting. Any member of the Executive Committee may provide written notice that he or she waives the notice requirements hereinabove set forth. Attendance by a member at any meeting of the Executive Committee shall constitute a waiver of notice of such meeting, except where such member 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 4. QUORUM. A quorum of the Executive Committee shall consist of a majority of the members of the Executive Committee.
SECTION 5. POWERS. The Executive Committee shall have such powers and authorities as are expressly delegated to it by the Board of Directors, and those powers which are incidental to the expressly conferred powers, and necessary to enable the Executive Committee to exercise such expressly delegated powers and authorities.
SECTION 6. REPORT OF ACTIVITIES. The Executive Committee shall maintain minutes of its meetings and records of all actions taken by it outside its meetings, and shall promptly provide copies of such minutes to the Corporation’s Secretary, who shall forward copies to all Directors.
ARTICLE VII
STANDING COMMITTEES
SECTION 1. NOMINATING COMMITTEE. There shall be a Nominating Committee of at least three (3) members appointed by the Chairman and approved by the Board of Directors.
(a) The Nominating Committee shall nominate persons to fill all vacancies to be voted upon by the Board at its Annual Meeting. The Committee shall also present to the Board of Directors at the Annual Meeting of the corporation nominees for officers of the corporation and submit from time to time nominations to the Board of Directors for filling vacancies as they arise. In the event the Board of Directors by resolution increases the number of directors, the Nominating Committee shall nominate person(s) to fill the additional director(s) position(s) and the election will be held at the next regular Board of Directors meeting.
(b) The Nominating Committee shall make nomination after determining the willingness of the nominees to serve if elected to:
(i) Board of Directors
(ii) Chairman of the Board
(iv) Vice Chairmen
(v) Secretary
(vi) Treasurer
(vii) Executive Committee
SECTION 2. OTHER COMMITTEES. The President may establish such regular committees to assist in the performance of the duties of the Officers and the Board of Directors as the President considers appropriate.
(a) Number. The number of members of each regular committee shall be determined by the President. Members of each regular committee shall be appointed by the President and shall serve until resignation or removal by the President.
(b) Officers. The President may designate from among the members of each regular committee a Chairman, Vice Chairman and any other officers of each such committee as the President may determine. The Chairman, Vice Chairman and any other officers of each such committee shall have duties as the President prescribes.
(c) Vancancies. Vacancies in the membership of any committee shall be filled by the President.
(d) Quorum. Unless other provided in the order or resolution of the President designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
(e) Rules. Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.
(f) Powers. Each regular committee shall have such powers as the President may grant it consistent with law, the Articles of Incorporation, and the Bylaws.
(g) Action or Approval of Board of Directors. All powers delegated in this Section to the President are subject to approval or disapproval by the Board of Directors, and may be exercised by the Board of Directors (by an affirmative vote of a majority of the Board) at any regular or special meeting thereof.
SECTION 3. ADVISORY COMMITTEES.
(a) Purpose. The President may establish such advisory committees as the President considers appropriate. The purpose of all such committees shall be to advise the officers and the Board of Directors on such matters relating to the Corporation as the President designates.
(b) Number, Election and Term of Office. The number of members of each advisory committee shall be determined by the President. Members of each regular committee shall be appointed by the President and shall serve until resignation or removal by the President.
(c) Officers. The President may designate from among the members of each advisory committee a Chairman, Vice Chairman and any other officers of each such committee as the President may determine. The Chairman, Vice Chairman and any other officers of each such committee shall have duties as the President prescribes.
(d) Powers. Each advisory committee shall have such powers as the President may grant it consistent with law, the Articles of Incorporation, and the Bylaws.
(e) Action or Approval of Board of Directors. All powers delegated in this Section to the President are subject to approval or disapproval by the Board of Directors, and may be exercised by the Board of Directors (by an affirmative vote of a majority of the Board) at any regular or special meeting thereof.
ARTICLE VIII
INDEMNIFICATION
SECTION 1. RIGHT OF INDEMNIFICATION. To the fullest extent from time to time permitted by law, every person who at any time serves or has served as a director, officer, agents, and others who have served the Corporation by authority of the Board of Directors, or employees shall be entitled as a matter of right to be indemni¬fied by the corporation against liability and litiga¬tion expense, including reason¬able attorney fees, paid or incur¬red by such person in connection with any actual, threa¬tened, pending or completed claim, action, suit or proceeding, civil, criminal, adminis¬tra¬tive, investiga¬tive or other, whether brought by or in the right of the corporation or otherwise (herein called “claim”), in which such person may be involved, as a party or otherwise, arising out of such person's status as such or such person’s activities in any of the fore¬going capacities. “Liabil¬ity” shall include amounts of judg¬ments, excise taxes, fines, penalties, and amounts paid in settlement whether before or after any such claim is filed. The corporation will not indemnify any such person against such liability or litigation expense incurred on account of such person's activities which were at the time taken known or be¬lieved by such person to be clearly in conflict with the best interests of the corporation.
SECTION 2. RIGHT TO ADVANCEMENT OF EXPENSES. To the fullest extent from time to time permitted by law, the corporation will advance to such person litigation expenses, including reasonable attorneys fees, as incurred by such person in defend¬ing any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation against such expenses.
SECTION 3. RIGHT OF SUCH PERSON TO BRING SUIT. If a written claim for indemnification is made under this Article and such written claim is not paid in full by the corporation within thirty (30) days after such written claim has been received by the corporation, such person may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if success¬ful in whole or in part, such person shall also be entitled to recover to the fullest extent from time to time permitted by law from the corporation such person's reason¬able costs, expenses and attorney fees in connection with the enforcement of rights of indemnification granted herein. It shall be a defense to any such action that the conduct of such person was such that under North Carolina law the corporation would be prohibited from indemnifying such person for the amount claimed, but the burden of proving such defense shall be on the corporation. The Board of Directors of the corporation (or independent legal counsel appointed by the Board of Directors), within thirty (30) days after receipt of a written claim for indemnification shall take all such action as may be reasonably necessary to make a good faith determina¬tion as to whether such person is entitled to have the claim for indemnification paid; provi¬ded, however, such determination shall not be a defense to any action brought under this Section or create a presumption that such indemnifica¬tion would be prohibi¬ted by law.
SECTION 4. INSURANCE. The corporation may purchase and maintain insurance to protect itself and any such person against any such liability or expense asserted against or incur¬red by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability and expense by law or under the provi¬sions of this Article.
SECTION 5. INDEMNIFICATION AGREEMENTS. The corporation may enter into agreements with any such person, which agreements may grant rights to any such person eligible to be indemnified hereunder or create obligations of the corporation in furtherance of, differ¬ent from, or in addition to, but not in limitation of, those provided in this Article upon approval of the Board of Directors.
SECTION 6. NON EXCLUSIVITY, NATURE AND EXTENT OF RIGHTS. The rights of indemnification and advancement of expenses provi¬ded for in this Article (i) shall not be deemed exclusive of any other rights, whether now existing or hereafter created, to which those seeking indemnification may be entitled under any agree¬ment, bylaw or charter provision, vote of the Board of Directors, or any law or otherwise, (ii) shall be deemed to create contrac¬tual rights in favor of such persons entitled to indemni¬fication hereunder, (iii) shall continue as to such persons who have ceased to have the status pursuant to which they were entitled or were denominated as entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of such persons entitled to indemnification, and (iv) shall be applica¬ble to claims made after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof.
SECTION 7. PARTIAL INDEMNIFICATION. If any such person is entitled under any provision of this Article to indemnifica¬tion by the corporation of a portion, but not all, of the liabil¬ity and litigation expenses resulting from an actual, threatened, pending or completed claim, the corporation shall nevertheless indemnify such person for the portion thereof to which such person is entitled.
SECTION 8. LIMITATION OF LIABILITY. To the fullest extent that the laws of the State of North Carolina in effect on the date of the adoption of this Bylaw or as thereafter amended permit elimination or limitation of the liability of any such person who at any time serves or has served as a director, officer or employee of the corporation, no such person shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as such. The provi¬sions of this Section shall be deemed to be a contract with each such person who serves as such at any time while these provisions are in effect and each such person shall be deemed to be serving as such in reliance on the provisions contained herein.
SECTION 9. SEVERABILITY. If any provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason (i) such provision shall be invalid, illegal or unenforce¬able only to the extent of such prohibition and the validity, legality and enforceabil¬ity of the remaining provisions of this Article shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the remaining provisions of this Article shall be construed so as to give effect to the intent manifes¬ted by the provision held invalid, illegal or unenforce¬able.
SECTION 10. AMENDMENT, ALTERATION OR REPEAL. This Article may be amended, altered or repealed at any time in the future by a three fourths (3/4) majority of the entire Board of Directors of the corporation; and provi¬ded further, any such amend¬ment, altera¬tion or repeal of this Article which has the effect of limiting the rights granted under this Article shall operate prospectively only and shall not limit in any way the indemni¬fi¬cation provided for herein with respect to any action taken or failure to act, occurring prior thereto.
ARTICLE IX
AMENDMENTS
Amendments to these Bylaws can be made by the Board of Directors, in regular meeting assembled, either annual or special, with advance notice of at least 20 days, and if special, then the purpose of the meeting with the proposed amendment or amendments must be stated in the call; provided, however, the vote of two-thirds (2/3rds) of the members of the Board of Directors then in office shall be required to amend these Bylaws unless otherwise herein specified or required by law.
ARTICLE X
DISSOLUTION
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner or to such organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law) as the Directors shall so determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI
MISCELLANEOUS
SECTION 1. DEBTS. No Officer, Committee, Director or employee may incur any expenses or obligation chargeable to the corporation except as authorized by the Board of Directors.
SECTION 2. SEAL. The seal of the corporation shall be circular in form and shall bear on its outer edge the words “Providence Place Management Co.” and elsewhere thereon the words and figures “corporate seal”, “2010” and “North Carolina”. The Board of Directors may change the form of the seal or the inscription thereon at pleasure.
SECTION 3. SALARIES. The majority of the Board of Directors will be non-salaried and will not be related to salaried personnel or to parties providing services to the corporation. Further, any salaried individual providing services to the corporation shall not have the ability to vote on their own compensation. The payment of any and all compensation by the corporation will be made by a majority vote of the Board of Directors
SECTION 4. INVESTMENTS. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a member of the Board of Directors is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 504 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
SECTION 5. FISCAL YEAR AND AUDITS.
(a) The fiscal year of the corporation shall be set by the Board of Directors.
(b) The books of the corporation and of its fiscal agent shall be audited annually as directed by the Board of Directors.
SECTION 6. NET EARNINGS. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, 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 set forth in the purpose clause of the corporation’s articles of incorporation, as may be amended from time to time. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
SECTION 7. CONTRACTS, CHECKS, DEPOSITS AND FUNDS.
(a) Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or documents in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.
(b) Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers and/or 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.
(c) Gifts and Contributions. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of North Carolina, and any other relevant jurisdiction.