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ARTICLE
I
OFFICES AND
FISCAL YEAR
- Section
1.01. Registered Office. The registered office of the corporation
in the Commonwealth of Pennsylvania shall be at 21 South 12th
Street, 7th Floor, Philadelphia, Pennsylvania 19107, until otherwise
established by a vote of a majority of the Board of Directors
in office (the "Board"), and a statement of such change
is filed in the department of State; or until changed by an appropriate
amendment of the articles of the corporation.
- Section 1.02.
Other Offices. The corporation may also have offices at
such other places within or without the United States of America
as the Board may from time to time appoint or the business of
the corporation requires.
- Section 1.03.
Fiscal Year. The fiscal year of the corporation shall begin
on the first day of January in each year (or shall be the calendar
year).
ARTICLE
II
PURPOSE
- Section 2.01.
The corporation is organized exclusively for charitable
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1954 and its amendments thereto. The membership
of the corporation is comprised of alumni of Lviv University,
Ukraine, who reside or work in the United States and who desire
to offer financial assistance to qualifying current or prospective
students of Lviv University and/or to support specific qualifying
scholarly programs or projects at Lviv University. The corporation
shall operate exclusively for purpose of benefiting the following
categories of recipients and in the following manner:
a. To
offer grants, scholarships or prizes to those individuals
who are undergraduate, graduate, post-graduate students or
faculty of the University of Lviv who are participating in
an exchange program at American educational institutions described
in Section 501(a)(1), for the purpose of offsetting the expense
of travel, tuition, research, theses or article publication,
books, supplies, room and board and/or similar expenses.
b. To
offer grants, scholarships or prizes to qualifying individual
children under the age of eighteen (18), who are identified
as possessing extraordinary talent and ability and who apply
to pre-college preparatory programs established by the University
of Lviv or under the auspices of the University of Lviv, the
purpose of which is to prepare the individual child for early
enrollment at Lviv University.
c. To
offer grants, scholarships or prizes to individual undergraduate,
graduate or post-graduate students at the University of Lviv,
the purpose of which is to achieve a specific objective, produce
a report or other similar product, or to improve or enhance
a literary, artistic, musical, scientific, teaching, or other
similar capacity, skill, or talent of the individual student.
d. To
offer grants to Lviv University, pursuant to agreement with
the Corporation through which the Corporation has expenditure
oversight over the earmarked funds, the purpose of which is
to achieve a specific objective, produce a report or other
similar product in a literary, artistic, musical, scientific
or educational field.
e. To
fund literature that fosters the reputation and achievements
of Lviv University, including but not limited to efforts to
recruit qualifying faculty and/or students to Lviv University.
f. To
enter into all necessary contracts and legal transactions
with any indispensable third parties, in order to accomplish
and further the purposes of the Corporation.
g. To
solicit, accept and administer gifts, grants, bequests and
contributions of every kind, including grants from the government
and its agencies, or to hold said property in trust in such
manner as the corporation deems appropriate for the furthering
of the purposes of the Corporation.
h. None
of the grants offered by the corporation shall be used to
carry on any propaganda nor to influence any legislation.
i. No
individuals or entities applying for a grant funded by the
corporation shall be denied this grant because of race, religion,
gender, nationality or ethnic origin.
ARTICLE
III
BOARD OF DIRECTORS
- Section 3.01.
Powers. The Board shall have full power to conduct, manage,
and direct the business and affairs of the corporation; and all
powers of the corporation are hereby granted and vested in the
Board.
- Section 3.02.
Qualifications and Selection. Each director of the corporation
shall be a natural person of full age, but need not be a resident
of Pennsylvania. In the case of vacancies, new directors shall
be selected by the remaining members of the Board.
- Section.
3.03. Number and Term of Office. The Board shall consist
of at least five (5) directors, as may be determined from time
to time by resolution of the Board. Each director shall hold office
for seven (7) years and until his successor shall have been elected
and qualified, or until his earlier death, resignation, or removal.
- Section 3.04.
Organization. Members of the Board shall elect from among
themselves the following officers of the corporation: a president,
a vice-president, a secretary, a treasurer, and such other officers
as may be required. At every meeting of the Board the president,
if there be one, or in the case of a vacancy in the office or
absence of the president, one of the following officers present
in the order stated; the vice-president, the treasurer, or a chairman
chosen by a majority of the directors present, shall preside,
and the secretary, or in the absence of the secretary, any person
appointed by the chairman of the meeting, shall act as secretary.
- Section 3.05.
Resignations. Any director of the corporation may resign
at any time by giving written notice to the chairman or the secretary
of the corporation. Such resignation shall take effect at the
date of the receipt of such notice or at any later time specified
therein and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
- Section 3.06.
Vacancies. The Board may declare vacant the office of a
director if he is declared of unsound mind by an order of court,
or convicted of a felony, or for any other proper cause, or if
within 60 days after notice of his selection, he does not accept
such office either in writing or by attending a meeting of the
Board.
Any vacancy
or vacancies in the Board because of death, resignation, removal
in any manner, disqualification, an increase in the number of
directors, or any other cause, may be filled by a majority of
the remaining members of the Board through less than a quorum,
at any regular or special meeting; and each person so elected
shall be a director to serve for the balance of the unexpired
term.
- Section 3.07.
Place of Meeting. Meetings of the Board may be held at
such place within or without Pennsylvania as the Board may from
time to time appoint, or as may be designated in the notice of
the meeting.
- Section 3.08.
Regular Meetings. Regular meetings of the Board shall be
held at such time and place as shall be designated from time to
time by resolution of the Board. If the date fixed for any such
regular meeting be a legal holiday under the laws of the State
where such meeting is to be held, then the same shall be held
on the next succeeding business day, not a Saturday, or at such
other time as may be determined by resolution of the Board. At
such meetings, the Board shall transact such business as may properly
be brought before the meeting. Notice of regular meetings need
not be given unless otherwise required by law or these by laws.
- Section 3.09.
Special Meetings. Special meetings of the Board shall be
held whenever called by the president or by two or more of the
directors. Notice of each such meeting shall be given to each
director by telephone or in writing at least twenty four hours
(in the case of notice by telephone) or forty eight hours (in
the case of notice by telegram) or five days (in the case of notice
by mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting.
Notice of
any meeting of the Board during any emergency resulting from
warlike damage or an attack on the United States or any nuclear
or atomic disaster shall be given only to such of the directors
as it may be feasible to reach at the time and by such means
as may be feasible at the time, including publication or radio.
To the extent required to constitute a quorum at any meeting
of the Board during such an emergency, the officers of the corporation
who are present shall be deemed, in order of rank and within
the same rank in order of seniority, director for such meeting.
- Section 3.10.
Quorum, Manner of Acting, and Adjournment. Except as otherwise
provided in Section 3.09 of this Article, a majority of the directors
in office shall be present at each meeting in order to constitute
a quorum for the transaction of business. Every director shall
be entitled to one vote. Except as otherwise specified in the
articles or these by laws or provided by statute, the acts of
majority of the directors present at a meeting at which a quorum
is present shall be the acts of the Board. In the absence of a
quorum, a majority of the directors present and voting may adjourn
the meeting from time to time until a quorum is present. The directors
shall act only as a board and the individual directors shall have
no power as such, except that any action which may be taken at
a meeting of the Board may be taken without a meeting. If a consent
or consents in writing setting forth the action so taken shall
be signed by all of the directors in office and shall be filed
with the secretary of the corporation.
- Section 3.11.
Executive and Other Committees. The Board may, by resolution
adopted by a majority of the directors in office, establish an
Executive Committee, and one or more other committees, each committee
to consist of two or more directors of the corporation. The board
may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification
of a member, and the alternate or alternates, if any, designated
for such member, or any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of any such
absent or disqualified member. Each committee of the board shall
serve at the pleasure of the board.
The Executive
Committee shall have and exercise all of the powers and authority
of the Board in the management of the business and affairs of
the corporation, except that the Executive Committee shall not
have any power or authority as to the following:
(1) The
filling of vacancies in the Board.
(2) The adoption, amendment or repeal of the by laws.
(3) The amendment or repeal of any resolution of the Board.
No committee
of the Board other than the Executive Committee, shall, pursuant
to resolution of the Board or otherwise, exercise any of the
powers or authority vested by these by laws or the Nonprofit
Corporation Law of 1988 in the Board as such, but any other
committee of the Board may make recommendations to the Board
or Executive Committee concerning the exercise of such powers
and authority.
The establishment
of any committee of the Board and the delegation thereto of
power and authority shall not alone relieve any director of
his fiduciary duty to the corporation.
A majority of the directors in office, or directors designated
to a committee, or directors designated to replace them as provided
in this section, shall be present at each meeting to constitute
a quorum for the transaction of business and the acts of a majority
of the directors in office designated to a committee or their
replacements shall be the acts of the Board.
Each committee shall keep regular minutes of its proceedings
and report such proceedings periodically to the Board.
- Sections
3.08, 3.09, and 3.10 sall be applicable to committees of the Board.
- Section 3.12.
Interested Directors or officers; Quorum. No contract or
transaction between the corporation and one or more of its directors
or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or
more of its directors or officers are directors or officers, or
have a financial interest, shall be void or voidable solely for
such reason, or solely because the director or officer is present
at or participates in the meeting of the Board which authorizes
the contract or transaction, or solely because his or their votes
are counted for such purpose, if:
(1) The
material facts as to the relationship or interest and as to
the contract or transaction are disclosed or are known to
the Board and the Board in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
are less than a quorum; or
(2) The
contract or transaction is fair as to the corporation as of
the time it is authorized, approved or ratified, by the Board.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board that authorizes
a contract or transaction specified in this section.
Section 3.13. Fees. Each director shall be paid such reasonable
fee, if any, as shall be fixed by the Board for each meeting
of the Board or committee of directors which he shall attend
and may be paid such other compensation for his services as
a director as may be fixed by the Board.
ARTICLE
IV
NOTICE WAIVERS
MEETINGS
- Section 4.01.
Notice; What Constitutes. Whenever written notice is required
to be given to any person under the provisions of the articles,
these by laws, or the Nonprofit Corporation Law of 1988, it may
be given to such person, either personally or by sending a copy
thereof by first class mail, postage prepaid, or by telegram,
charges prepaid, to his address supplied by him to the corporation
for the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with
a telegraph office for transmission to such person.
A notice of meeting shall specify the place, day and hour of the
meeting and any other information required by law or these by
laws.
When a meeting
is adjourned, it shall not be necessary to give any notice of
the adjourned meeting or of the business to be transacted at
an adjourned meeting, other than by announcement at the meeting
at which such adjournment is taken.
- Section 4.02.
Waivers of Notice. Whenever any written notice is required
to be given under the provisions of the articles, these by laws,
or the Nonprofit Corporation Law of 1988, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Except as otherwise required
by Section 6.06 of these by laws, neither the business to be transacted
at nor the purpose of a meeting need be specified in the waiver
of notice of such meeting.
Attendance
of a person at any meeting shall constitute a waiver of notice
of such meeting, except where a person attends a meeting for
the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting was not
lawfully called or convened.
-
Section
4.03. Modification of Proposal Contained in Notice. Whenever
the language of a proposed resolution is included in a written
notice of a meeting, the meeting considering the resolution
may without further notice adopt it with such clarifying or
other amendments as do not enlarge its original purpose.
-
Section
4.04. Exception to Requirement of Notice. Wherever any
notice or communication is required to be given to any person
under the provisions of the articles or these by laws, or the
Nonprofit Corporation Law of 1988, or by the terms of any agreement
or other instrument or as a condition precedent to taking any
corporate action, and communication with such person is then
unlawful, the giving of such notice or communication to such
person shall not be required and there shall be no duty to apply
for a license or other permission to do so.
- Section
4.05. Conference Telephone Meetings. One or more persons
may participate in a meeting of the Board or of a committee of
the Board by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting
can hear each other. Participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.
ARTICLE
V
OFFICERS
- Section 5.01.
Number, Qualifications and Designation. The officers of
the corporation shall be a president, one or more vice presidents,
a secretary, a treasurer, and such other officers as may be elected
in accordance with the provisions of Section 5.03 of this Article.
Any number of offices may be held by the same person. Officers
may but need not be directors of the corporation. The president
and secretary shall be natural persons of full age; the treasurer
may be a corporation, but if a natural person shall be of full
age. The Board may elect from among the members of the board a
chairman of the board and a vice chairman of the board who shall
be officers of the corporation.
- Section 5.02.
Election and Term of Office. The officers of the corporation,
except those elected by delegated authority pursuant to Section
4.03 of this Article, shall be elected annually by the Board,
and each such officer shall hold his office until the next annual
organization meeting of the Board and until his successor shall
have been elected and qualified, or until his earlier death, resignation,
or removal.
- Section 5.03.
Subordinate Officers. Committees and Agents. The Board
may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation
may require, including one or more assistant secretaries, and
one or more assistant treasurers, each of whom shall hold office
for such period, have such authority, and perform such duties
as are provided in these by laws, or as the Board may from time
to time determine. The Board may delegate to any officer or committee
the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof, and to prescribe
the authority and duties of such subordinate officers, committees,
employees or other agents.
- Section 5.04.
Resignations. Any officer or agent may resign at any time
by giving written notice to the Board, or to the president or
the secretary of the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later
time specified therein and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective.
- Section 5.05.
Removal. Any officer, committee, employee or other agent
of the corporation may be removed, either for or without cause,
by the Board or other authority which elected, retained or appointed
such officer, committee or other agent whenever in the judgment
of such authority the best interest of the corporation will be
served thereby, but such removal shall be without prejudice to
the contract rights of any person so removed.
- Section 5.06.
Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or any other cause, shall be filled
by the Board by the officer or committee to which the power to
fill such office has been delegated pursuant to Section 5.03 of
this Article, as the case may be, and if the office is one for
which these by laws prescribe a term, shall be filled for the
unexpired portion of the term.
- Section 5.07.
General Powers. All officers of the corporation as between
themselves and the corporation, shall respectively have such authority
and perform such duties in the management of the property and
affairs of the corporation as may be determined by resolutions
or orders of the Board, or, in the absence of controlling provisions
in resolutions or orders of the Board, as may be provided in these
by laws.
- Section 5.09.
The President. The president shall be the chief executive
officer of the corporation and shall have general supervision
over the activities and operations of the corporation, subject,
however, to the control of the Board. The president shall sign,
execute, and acknowledge, in the name of the corporation deeds,
mortgages, bonds, contracts or other instruments authorized by
the Board except in cases where the signing and execution thereof
shall be expressly delegated by the Board, or by these by laws,
to some other officer or agent of the corporation; and, in general,
shall perform all duties incident to the office of president,
and such other duties as from time to time may be assigned to
him by the Board.
- Section 5.10.
The Vice President. The vice presidents shall perform the
duties of the president in his absence and such other duties as
may from time to time be assigned to them by the Board, or the
president.
- Section 5.11.
The Secretary. The secretary or an assistant secretary
shall attend all meetings of the Board and shall record all the
votes of the directors and the minutes of the meetings of the
Board and of committees of the board in a book or books to be
kept for that purpose; shall see that notices are given and records
and reports properly kept and filed by the corporation as required
by law; shall be the custodian of the seal of the corporation
and see that it is affixed to all documents to be executed on
behalf of the corporation under its seal; and, in general, shall
perform all duties incident to the office of secretary, and such
other duties as may from time to time be assigned to him by the
Board, or the president.
- Section 5.12.
The Treasurer. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds in the trust
funds or other property of the corporation and shall keep a separate
bank account of the same to his credit as treasurer; shall collect
and receive or provide for the collection and receipt of moneys
earned by or in any manner due to or received by the corporation;
shall deposit all funds in his custody as treasurer in such banks
or other places of deposit as the Board may from time to time
designate; shall, whenever so required by the Board, render an
account showing his transactions as treasurer, and the financial
condition of the corporation; and, in general, shall discharge
such other duties as may from time to time be assigned to him
by the Board, or the president.
ARTICLE
VI
LIMITATION OF
PERSONAL LIABILITY OF DIRECTORS;
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER
AUTHORIZED REPRESENTATIVES
- Section 6.01.
Limitation of Personal Liability of Directors. A director
of the corporation shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any
action, unless:
(a) the
director has breached or failed to perform the duties of his
or her office as defined in Section 6.02 below: and
(b) the breach or failure to perform constitutes self dealing,
willful misconduct or recklessness.
The provisions of this Section shall not apply to (a) the
responsibility or liability of a director pursuant to any
criminal statute; or (b) the liability of a director for the
payment of taxes pursuant to local, state or federal law.
- Section 6.02.
Standard of Care and Justifiable Reliance.
(a) A
director of the corporation shall stand in a fiduciary relationship
to the corporation, and shall perform his or her duties as
a director, including his or her duties as a member of any
committee of the Board upon which he or she may serve, in
good faith, in a manner he or she reasonably believes to be
in the best interest of the corporation, and with such care,
including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances.
In performing his or her duties, a director shall be entitled
to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial
data in each case prepared or presented by any of the following:
(i)
One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent
in the matters presented;
(ii) Counsel, public accountants or other persons as to
matters which the director reasonably believes to be within
the professional or expert competence of such person;
(iii) A committee of the Board upon which he or she does
not serve, duly designated in accordance with law, as to
matters within its designated authority, which committee
the director reasonably believes to merit confidence. A
director shall not be considered to be acting in good faith
if he or she has knowledge concerning the matter in question
that would cause his or her reliance to be unwarranted.
(b) In
discharging the duties of their respective positions, the
Board committees of the board and individual director may,
in considering the best interest of the corporation, consider
the effects of any action upon employees, upon persons with
whom the corporation has business and other relations and
upon communities which the officers or other establishments
of or related to the corporation are located, and all other
pertinent factors. The consideration of those factors shall
not constitute a violation of subsection (a) of this Section.
(c) Absent
breach of fiduciary duty, lack of good faith or self dealing,
actions taken as a director or any failure to take any action
shall be presumed to be in the best interest of the corporation.
- Section 6.03
Indemnification in Third Party Proceedings. The corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative other than an action by or in the right of the corporation)
by reason of the fact that he or she is or was a representative
of the corporation, or is or was serving at the request of the
corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not of itself create
a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
- Section 6.04.
Indemnification in Derivative Actions. The corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he or she is or was a
representative of the corporation, or is or was serving at the
request of the corporation as a representative of another corporation,
partnership, joint venture, trust or reasonably incurred in connection
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interest of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct
in the performance of his or her duty to the corporation unless
and only to the extent that the Court of Common Pleas of Philadelphia
County or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
which the Court of Common Pleas or such other court shall deem
proper.
- Section 6.05.
Mandatory Indemnification. Notwithstanding any contrary
provision of the articles of incorporation or these by laws, to
the extent that a representative of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in either Section 6.03 or Section 6.04 above, he or
she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection
therewith.
- Section 6.06.
Determination of Entitlement to Indemnification. Unless
ordered by a court, any indemnification under Section 6.03 or
6.04 above shall be made by the corporation only as authorized
in the specific case upon determination that indemnification of
the representative is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in such
paragraph. Such determination shall be made:
(a) by
the Board by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable,
a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion.
- Section 6.07.
Advancing Expenses. Expense incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
as authorized by the Board in a specific case upon receipt of
an undertaking by or on behalf of the representative to repay
such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in
paragraphs 1 through 3 above.
- Section 6.08.
Indemnification of Former Representatives. Each such indemnity
may continue as to a person who has ceased to be a representative
of the corporation and may inure to the benefit of the heirs,
executors and administrators of such person.
- Section 6.09.
Insurance. The corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
capacity or arising out of such person's status as such, whether
or not the corporation would otherwise have the power to indemnify
such person against liability
- Section 6.10.
Reliance on Provisions. Each person who shall act as an
authorized representative of the corporation shall be deemed to
be doing so in reliance upon the rights of indemnification provided
by this Article.
ARTICLE
VII
DISSOLUTION
- Section 7.01.
In the event of the dissolution of the corporation, the
assets of the corporation shall not be distributed to its directors
or officers or other private persons. Upon such dissolution, the
Board shall, after paying or making provision for the payment
of all corporate liabilities and for the disposition of any property
committed to charitable purposes, transfer and convey the remaining
assets to such charitable organization or organizations as the
Board shall determine to be similar to the corporation's character,
purpose and method of operation.
ARTICLE
VIII
MISCELLANEOUS
- Section 8.01.
Corporate Seal. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation,
the year of incorporation and such other details as may be approved
by the Board.
- Section 8.02.
Checks. All checks, notes, bills of exchange or other orders
in writing shall be signed by such person or persons as the Board
may from time to time designate.
- Section 8.03.
Contracts. Except as otherwise provided in these by laws,
the Board may authorize any officer or officers, agent or agents,
to enter into any contract or to execute or deliver any instrument
on behalf of the corporation, and such authority may be general
or confined to specific instances.
- Section 8.04.
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 may approve
or designate, and all such funds shall be withdrawn only upon
checks signed by such one or more officers or employees as the
Board shall from time to time determine.
- Section 8.05.
Annual Report of the Board. The Board shall direct the
president and treasurer to present at the annual meeting of the
board a report showing in appropriate detail the following:
(1) The
assets and liabilities of the corporation as of the end of
the fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities including
trust funds, during the year immediately preceding the date
of the report.
(3) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the year immediately
preceding the date of the report, including separate data
with respect to each trust fund held by or for the corporation.
(4) The expenses or disbursements of the corporation, for
both general and restricted purposes, during the year immediately
preceding the date of the report, including separate data
with respect to each trust fund held by or for the corporation.
The annual
report of the Board shall be filed with the minutes of the annual
meeting of the Board.
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Section
8.06. Amendments of By laws. These by laws may be amended
or repealed, or news by laws may be adopted, by vote of a majority
of the Board of the corporation in office at any regular or
special meeting. Such proposed amendment, repeal or new by laws,
or a summary thereof, shall be set forth in any notice of such
meeting, whether regular or special.
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