A non-profit South Carolina corporation
1.1 References to Articles. Any reference herein made to the Articles will be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the South Carolina Secretary of State, together with any and all certificates theretofore filed by the corporation with the South Carolina Secretary of State pursuant to South Carolina law.
1.2 Seniority of Laws, Articles, by-laws, Policies and Resolutions. The governing law relevant to the conduct of this corporation shall be the laws of the United States, laws of the State of South Carolina, the Articles of Incorporation of this corporation, the by-laws of this corporation, and the corporate policies and resolutions that are passed from time to time by the contributors and directors. If there is any inconsistency between these controlling bodies of law, then any inconsistency is to be resolved in favor of the senior body of law and the junior bodies of law are deemed automatically amended. The directors and contributors of the corporation shall make every effort to generally amend the junior bodies of law whenever necessary so that inconsistencies will be corrected. However, whether or not these inconsistencies are corrected, the senior body of law will still prevail until such correction is made. The priorities of the governing bodies of law are as follows: (a) laws of the United States; (b) laws of the State of South Carolina; (c) Articles of incorporation of this corporation; (d) by-laws of this corporation; (e) policies of the corporation.
1.3 Policies. In addition to the Articles, by-laws and resolutions, the directors and or contributors may adopt, from time to time, certain "policies." These policies shall be considered as controlling regulations for the conduct of the corporation and shall be permanent until amended. It is contemplated that the by-laws of this corporation shall contain those permanent legal provisions which are required by statute or some legal and parliamentary custom, are not subject to frequent change and are usually prepared upon the legal advice of a lawyer; whereas policies are adopted by the directors or contributors of the corporation to conduct the non-legal affairs of the corporation and will not require the presence or concurrence of a lawyer or other professional adviser. The purpose of setting up a distinction between the by-laws and policies is to reduce the amount of involvement of the attorney in the day-to-day affairs of the corporation and to give the corporation the leeway to adopt policies of all types without creating complex and lengthy documentation which must be reviewed by corporate counsel, the corporate certified public accountant on an audit, or by tax auditors of the government. Wherever possible, the policies of the corporation shall be kept in a separate policy book so as not to confuse them with the by-laws and Articles. Whenever it is apparent to any contributor, director, or adviser that any of the policies are inconsistent with the laws of the United States, laws of the State of South Carolina, Articles of this corporation, or by-laws of this corporation, they shall forthwith be amended.
1.4 Purpose. The purpose of the corporation shall be to provide information, support and a social network for its contributors.
a. Definition. Current contributors are those contributors who are interested in the purposes of the corporation and wish to help further its goals and who contribute an annual donation of at least $25.00 to the corporation. Current contributors shall have such rights and privileges as shall from time to time be determined by a vote of a quorum of contributors.
b. Annual Requirements. In order to qualify to become a current and voting contributor of the corporation, all contributors must be 21 years of age and pay a $25.00 annual contributor fee. Dues shall be payable on or before the January business meeting. If at any time the contributor’s fee has not been paid by January 31, a contributor shall be deemed not in good standing and may be terminated if payment is not forthcoming. Membership in the corporation shall be open only to those persons who; following an investigation by either the board of directors, or such persons as they may designate to conduct such investigation; shall have been found to be of good character, express an interest in and support for the objectives of the corporation. Specifically any prospective contributor must exhibit a willingness to participate in such activities of the corporation as will most likely result in the raising of funds for the corporation’s charitable purposes and intent, whether by direct contribution of funds, volunteer efforts for fund raising activities of the corporation, or participation in such events as the corporation may sponsor and conduct. The board of directors or their designees may consider in determining contributor potential such factors as the applicants participation in community events, participation in events sponsored or promoted by the corporation, prior contributions to volunteer events, any special skills possessed by the applicant, or any other factors relevant to determining whether or not the applicant would be an asset and would further the purposes of the corporation.
2.2 Contributor Certificates. The certificates for contributors in the corporation shall be in a form not inconsistent with the Articles of Incorporation and shall be prepared or be approved by the board of directors. Two board members shall sign the certificates. A contributor register shall be kept by the board of directors, in which shall be accurately recorded the issuance of each contributor card and the date of issuance.
2.3 Transfer of Contributor Membership. Membership in this corporation is not transferable or assignable.
2.4 Replacement of Lost Cards. A new contributor card may be issued in lieu of any card lost or destroyed upon the contributor thereof establishing its loss or destruction by evidence satisfactory to the board.
2.5 Voting Rights. Current contributors shall be entitled to vote at all business meetings for the election of directors and for other matters which have a permanent or long-lasting effect on the operation of the corporation.
2.6 Expulsion of Contributor. The board of directors, by a unanimous vote of all the members of the board, may recommend expulsion of a contributor for cause to the contributors after an appropriate hearing.
2.7 Resignation. Any contributor may resign by filing a written resignation with a Board member. Any dues paid shall be forfeit, but such resignation shall not relieve the contributor so resigning of the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid.
2.8 Reinstatement. If a contributor has resigned, such contributor may be reinstated to full contributor status upon petitioning the contributors and receiving a 2/3 majority vote for reinstatement of contributors at a business meeting.
2.9 Default in Termination of Membership. When any contributor shall be in default in the payment of dues after the date of the annual meeting at which such dues became payable, his or her membership may thereupon be terminated by the board of directors.
2.10 Contributor Application. All persons interested in the welfare and objectives of this corporation shall be eligible for contributor upon payment of contributor fee as herein provided and upon approval of the board of directors. Each applicant for contributor shall sign an application for contributor in such form as may be adopted or required by the board of directors.
2.11 Compensation and Expenses to Contributors. Contributors shall not receive compensation or expenses for attendance at any meeting of the contributors. Contributors shall not receive any stated salary for their services as such. However, the board of directors shall have power in its discretion to contract for and to pay special compensation to contributors rendering unusual or special services to the corporation the value of such services not to exceed $500.00. Any amount over $500.00 shall be brought to the contributors for a majority vote.
3.1 Regular and Special Meetings; Place of Meetings. The monthly business meetings shall be the only regular meetings of the contributors. Special meetings of the contributors may be held when called as hereinafter provided. Any contributor meetings may be held within or without the State of South Carolina, but shall always be held at the time and place fixed in the call for such meeting or in any resolution adjourning the same. If no other place is designated in the resolution adjourning such meeting, the adjourned meeting shall be held at the place designated in the call for the meeting. Meeting locations will be provided by email.
3.2 Regular Business Meetings. Business meetings must be held each month with the exception of May and December. Elections for two seats on the board of directors shall be held at the January meeting. Elections for three seats on the board of directors shall be held at the June meeting.
3.3 Special Meetings. Special meetings of the contributors, for any purpose or purposes other than the election of directors as hereinabove provided, may be held at the call of two or more of the board of directors or ten or more current contributors, and shall be called by the Board of Directors at the request of the same at any regular business meeting. Elections for seats on the board of directors or amendment of the Bylaws shall not be held at special meetings. Motions to hold elections or votes for these exclusions may be voted upon at special meetings.
3.4 Quorum. Except as otherwise provided by law, Current contributors attending a Regular or Special meeting qualifying for votes, of which 15% of the current contributors are present, shall constitute a quorum at any meeting.
3.5 Notice. Notice of all contributors' meetings shall be via email from a member of the board of directors. Not less than 10 calendar days nor more than 50 calendar days prior to the date of the meeting, unless a longer period is required by law, to each contributor of record entitled to notice of such meeting, at the email address provided by such contributor on their annual contributor application. Such notice shall state the time and place of the meeting and the purpose for which it is called, so far as is known at the date of the notice, and if the call be for a regular business meeting, the notice shall so state. Such notice shall be sufficient for such meeting and any adjournment thereof. Any contributor may waive notice of any meeting before, at, or after the meeting.
3.7 Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting, or in the areas of credentials, voting and similar matters, will be deemed waived if no objection is made at the meeting.
3.8 Lack of Quorum. If a sufficient number of voting members constituting a quorum are not present, no vote shall be taken.
3.9 Presiding Officer. A member of the Board shall preside over the meeting of the contributors, and a secretary designated by a member of the board shall be the recording secretary for the meeting.
3.10 Business to be transacted. Any question may be considered and acted upon at a regular business meeting, but no question not stated in the call for a special meeting shall be acted upon thereat except by the consent of a majority of the quorum.
3.11 Voting. Current contributors present shall be entitled to one vote each. Items up for contributor vote shall be announced at least three weeks in advance of the meeting when the vote shall be taken. These powers are reserved for the contributors as a whole
3.12 Order of Business. The order of business at meetings shall be as follows:
a. Call to order
b. Confirm a quorum
c. Reading of minutes of previous meeting
d. Election of board of directors if appropriate
e. Reports of directors
f. Reports of team leaders and team members
g. Other reports
h. Unfinished business
i. New business
j. Announcement of results of elections if applicable
l. The order of business may be altered or suspended at any meeting by a majority vote of the contributors present.
3.13 Inspection of Records. The books of account of the corporation shall be available for inspection at reasonable times with reasonable notice by any contributor.
4.1 Number and Eligibility. The board of directors shall consist of not less than two nor more than 25 persons, all of whom shall be at least 21 years of age and have been current contributors in good standing of the corporation for six months prior to the election. No board member may be engaged in a committed relationship with any other board member. Exceptions to these standards may be considered on a case-by-case basis and approved by a two-thirds majority vote by the contributors at a regular business meeting at least 21 days before the election.
4.2 Elections. The directors shall be elected by a majority of the voting contributors of the corporation present at the Business meeting where the election is scheduled to be held. Contributors wishing to run for the board must submit a self-nomination form to a current board member no later than 21 days before the election. Prior to the elections at the time of the nominations, the contributors shall be entitled to make oral or written presentations as to the qualifications of a particular nominee for the board of directors.
4.3 Board Meetings. Meetings of the board of directors will be held at least monthly or may be held from time to time upon call issued by a majority of the directors. Such meetings may be held either within or without the State of South Carolina, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meetings. Notice of meetings of the board shall be via email to each director at the email address listed on his or her current contributor application not less than five calendar days and not more than 20 calendar days prior to the date of the meeting. Such notice shall state the time and place of the meeting and the purposes for which it was called.
4.4 Quorums and Waiver of Notice. A majority of the members of the board at the time holding office shall constitute a quorum for the transaction of business. No special meeting of the board shall be valid unless notice of the meeting has been emailed to each member of the board as provided in paragraph 4.3 above, or the giving of such notice shall have been waived in writing.
4.5 Voting. Each director present shall be entitled to one vote at each director’s meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.6 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or of any committee, at which action is taken on any corporate matter, will be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting, or unless he filed his written dissent of such action with the person acting as secretary of the meeting before the adjournment of the meeting, or forwards his dissent to the secretary of the corporation within three days after the adjournment of the meeting. The right to dissent will not be available to a director who voted in favor of the action.
4.7 Filling Vacancies. Any vacancy in the board of directors caused by the death, resignation, removal or other disqualification of a director may be filled for the duration of the term by special election. Announcement of the need for a special election shall be made via email to the contributors of the corporation not less than ten calendar days from and not more than 60 days prior to the next scheduled business meeting. Self-nomination forms must be submitted to the board of directors on the day of the meeting prior to the special election. Voting shall take place at the next regularly scheduled business meeting after self-nominations are accepted. For the interim period of time between when the vacancy occurs and the special elections takes place, the board of directors may, by majority vote, appoint a current contributor in good standing to fulfill the duties of the vacant director. This appointee is empowered to fulfill all duties excluding those that require becoming a signatory on any of the corporation’s financial accounts and any duties dealing with privileged contributor information. The appointee shall not have voting rights on any board of director matters. Preference will be given to a former board member in the selection of an interim appointee.
4.8 Tenure. The directors shall hold office from the time of their election for a term of one year or, in the case of a special election, until the term of the seat expires, as provided by these by-laws, or until their successors are duly elected and transition of duties has occurred. Any member of the board of directors who absents him or herself from three consecutive meetings of the board or who has no communication with the board of directors for 21 days may have his office declared vacant by a majority of the directors present at any subsequent business meeting.
4.9 Impeachment of Board Members. A Board member may be impeached for a willful violation of policies or inappropriate use of his/her power as a Board member. Upon a written complaint of misconduct, the Board shall form a judicial committee of three. This committee shall be composed of one contributor selected by the accused, one selected by the accuser, and chaired by a third selected by the first two. The committee shall investigate the allegation, and upon finding cause, shall present the findings to the contributors as a whole for a vote. A 2/3-majority vote is required to sustain the impeachment.
4.10 Compensation for Non-Profit Corporate Directors. Neither directors nor contributors serving on committees shall receive any salary or compensation for services rendered to the corporation, unless there is approval of the compensation by two thirds of the contributors present at a regularly scheduled business meeting with the person seeking compensation abstaining from voting on the matter. Directors are not required to pay entrance fees for any meeting, event or function of the corporation during their tenure.
4.11 Action by Resolution. If the board of directors must make a decision outside of a regular meeting of the board, such action will be deemed appropriate if it is duly recorded as a special note in the minutes of the next regular board meeting at which point all members of the board may publish their agreement or dissent. The intention of this rule is to permit the board to make urgent or time sensitive decisions in situations where it is not practical to call a meeting of the board. This rule is not to be used as a tool to prevent board members from voting or weighing in on matters.
4.12 Lack of Quorum. If a sufficient number of directors constituting a quorum are not present, the board is not capable of conducting any business.
4.13 Arbitration of Deadlocks within Board of Directors. If the Board of Directors of this corporation ever is composed of an even number of directors and these directors are deadlocked as to a major issue affecting the corporation, which deadlock prevents a necessary decision of the corporation, then, in that event the issue shall be brought to the contributors for a vote at the next regularly scheduled business meeting. In the event the matter is agreed upon by at least two board members to be too urgent to wait for the next regular meeting, a special meeting of the contributors of the corporation may be called. Prior to the decision by the contributors, all directors shall have the opportunity to present facts and arguments with regard to the issue before the contributors render a decision. This provision recognizes that in all human endeavors there will be times when honest and reasonable people cannot agree. It further recognizes that the directors and contributors who have chartered and formed this company are interested in continuity and interested in having the corporate purposes placed above what may be an honest difference of opinion. Therefore, this by-law has been enacted to allow the corporation to move past impasses caused by such deadlocks.
4.14 Special Committees. The board of directors may also, from time to time, appoint any other special committees deemed by it expedient, and refer to such special committees any special matters with instructions and/or powers to act. All such special committees shall keep regular minutes of the transaction of their meetings and make such minutes available to the board of directors at the next meeting thereof following the proceedings of the special committee.
6.1 Description. The corporation shall have a corporate seal in the form of two circular conforming metal discs bearing the imprint and inscription of the name of the corporation with, in the center, the words "Corporate Seal, South Carolina" and the year of incorporation.
6.2 Use. The corporate seal shall be impressed upon all instruments executed by the corporation upon which a seal is required by law.
6.3 Authorization. Any contributor or legal agent authorized by the board of directors to do so may affix the seal of the corporation to any instrument requiring a seal.
7.1 General. All moneys of every kind belonging to the corporation shall be deposited to its credit in a bank or banks designated by the board of directors, and no moneys shall be withdrawn therefrom unless the checks, drafts, orders for payment of money, or other orders evidencing such withdrawals are signed by the finance director or by such directors of the corporation as may be designated by the finance director.
7.2 Contracts. The board of directors may authorize and direct the finance director 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 if the business being conducted is part of normal monthly business. Contracts must be signed by the finance director and one other member of the board. Contracts involving new, special, one-time, or expensive (defined as beyond board spending authority) operations or activities; not part of normal monthly operations; must be approved at a regularly scheduled or special business meeting by the contributors.
7.3 Notes. The finance director and one other board member shall sign all notes or other evidences of indebtedness issued in the name of the corporation.
7.4 Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.
8.1 Vote Required. These by-laws may be enlarged, amended or repealed by a two-thirds vote of the contributors of the corporation present at any regular business meeting of the contributors in which a quorum is present.
9.1 Fiscal Year. The fiscal year of the corporation shall run from Jan1 to Dec 31.
10.1 Exempt Activities. Notwithstanding any other provision of these by-laws, no contributor, director or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under §501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under §170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
10.2 Corporate Minute Books and Contributor Records. The minute books of this corporation shall be prepared in duplicate, with the original placed in the office of the corporate attorney, and a duplicate in records of the board of directors. Whenever any minutes, reports or other corporate documents are prepared, they shall be prepared in duplicate, with one copy executed and placed in the original minute book and a confirmed copy placed in the respective duplicate minute book. Both the board and the attorney shall have at all times a legal-size file which shall contain originals or copies of all legal documents which do not readily fit in the corporate minute book and which have any effect upon the legal rights and duties of the corporation. The attorney for the corporation shall have in his possession at all times a duplicate corporate seal in addition to the original copy of the minute book and a legal file of the corporation, which shall be available to the contributors of the corporation at reasonable times.
10.3 Attendance at Functions. It is anticipated that the corporation will host social activities and other gatherings of its contributors. Attendance at these functions shall be limited to contributors whose dues are paid and who are otherwise in good standing. The only exception to this limitation shall be guests of contributors or guests of the board. Each contributor shall be entitled to have up to two guests accompany him or her to any such function, provided that guest privileges shall not be abused or allowed to substitute for becoming a contributor. The board of directors, acting as a whole, is not limited to the two-guest rule.
10.4 Dealings by Directors. Contributors who are members of other corporations that have like goals of this corporation may not serve as directors or officers of both organizations at the same time.
10.5 Settlement of Disputes. Any dispute arising out of or in connection with these by-laws, including disputes between or among the corporation, the incorporators, the contributors, and the directors shall be settled by the presentation of the dispute to the contributors at a regular or special business meeting with twenty one day notice and the resolution shall be determined by a majority vote of contributors.
10.6 Interpretation. Should there be any question in the interpretation of any provision of the Articles of Incorporation or by-laws of this corporation, then an interpretation given in writing by George A. Kastanes, the attorney who drew these documents shall be binding. If that attorney is no longer practicing law at the time such interpretation is required, then a written interpretation by a senior member of the last law firm with which the named attorney practiced shall be binding. If that law firm has ceased to be in existence at the time of such interpretation, then the Board of Directors shall obtain interpretation from a disinterested attorney in the state of incorporation, and the interpretation rendered shall be binding.
10.7 Non-Liability of Contributors and Directors. The contributors and directors of this corporation shall not be individually liable for the corporation debts or other liabilities, and private property of such individuals shall be exempt from corporation debts or liabilities. Contributors assume all risk to themselves and their property that may be incurred at a Capex event or activity. Any activities contributors participate in at a Capex sponsored event are at their own choice. They, alone, are responsible for their safety and their property, and Capex, its directors and volunteer staff will not be held liable for any damages contributors might incur.
10.8 Indemnification of Directors. The corporation shall indemnify every director, his heirs, executors and administrators, against all expenses reasonably incurred by such person in connection with any action, suit or proceeding to which such person may be made a party by reason of that person being or having been a director of this corporation or by reason of such director or former director becoming a party to any such action, suit or proceeding at the request of or at the direction of this corporation; provided, however, there shall be no such indemnification in relation to any matter as to which such person shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement of such action, suit or proceeding, indemnification of such person shall be provided only in connection with such matters covered by such settlements to which the corporation is advised by counsel that such person be indemnified did not commit such a breach of duty. This right of indemnification shall be exclusive of other rights to which such person may be entitled. As used in this by-law, expenses shall include, but shall not be limited to, amounts of judgments, penalties or fines and interest thereon for reasonable periods of time, rendered, levied or adjudged against such persons, costs of the action, suit or proceeding, attorneys fees, expert witness fees and amounts paid in settlement by such persons, provided that such settlement shall have been or is thereafter approved by the board of directors of this corporation. The Corporation shall be authorized but not required to purchase insurance for the purpose of such indemnification. This by-law is made a part of these by-laws to comply with and to take full advantage of South Carolina laws governing such indemnification.
10.9 Authority to Sell Corporate Assets. With the consent or ratification of a majority of contributors entitled to vote thereon, the board of directors will have the powers and authority to lease, sell, assign, transfer, convey or otherwise dispose of the entire property of the corporation, irrespective of the effects thereof upon the continuance of the purposes of the corporation and the exercise of its franchise; but the corporation may not be dissolved except as provided by the laws of the State of South Carolina.
11.1 Dissolution of the Corporation. The corporation shall be dissolved, in accordance with the laws of the State of South Carolina upon the occurrence of any of the following events:
The vote at a regular or special meeting of the contributors in favor of dissolution by at least seventy-five percent of the eligible votes constituting a quorum.
The insolvency of the corporation, with insolvency being defined as the inability of the corporation to either pay its obligations when they become due, or the inability to make satisfactory arrangements for the amortization of such obligations.
11.2 Disposition of Assets. In the event of dissolution of the corporation, whether as provided for herein, or by order of a Court of competent jurisdiction, the remaining assets of the corporation shall be liquidated and, following payment of outstanding obligations shall be paid, conveyed or transferred to NCSF.