CARVER CENTER FOUNDATION, INC.
SECTION 1.01. Members. The members of the Board of Directors of Carver Center Foundation, Inc. (hereinafter “Corporation” or “Foundation”) shall also constitute the members of the Corporation and, when meeting as Directors, may exercise the rights and powers of members.
BOARD OF DIRECTORS
SECTION 2.01. Function of Directors. The business and affairs of the Foundation shall be managed under the direction of its Board of Directors. All powers of the Foundation may be exercised by or under authority of the Board of Directors.
SECTION 2.02. Number of Directors. The Foundation shall have at all times at least the minimum number of Directors required by the General Laws of the State of Maryland now or hereinafter in force, at least one of whom shall be a student at the George Washington Carver Center for Arts and Technology (hereinafter “Carver Center”). A majority of the entire Board of Directors may alter the number of Directors set by the Articles of Incorporation to not more than 25 nor fewer than the minimum number required by the General Laws of the State of Maryland now or hereinafter in force, but the action may not affect the tenure of office of any Director, except as provided in Section 2.04.
SECTION 2.03. Election and Tenure of Directors. At each annual meeting, the Directors shall elect Directors to hold office for a term of two years, unless earlier removed in accordance with Section 2.04. The principal of Carver Center shall appoint at least one but no more than four current students to the Board. The principal of Carver Center may also appoint up to two faculty members, subject to approval by the Board. Both student and faculty member shall serve terms of two years, unless earlier removed in accordance with Section 2.04. Any Director may serve more than one term; provided, however, that any Director whose term is up for renewal shall be required to recuse himself or herself from any vote on the renewal of their term. At all times, however, a majority of the Directors shall be composed of persons who are not current students or faculty of Carver Center.
SECTION 2.04. Removal of Director. Unless statute or the Articles of Incorporation provides otherwise, the Directors may remove any Director, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. The failure to attend a majority of the meetings held during the school year is presumptive grounds for removal.
SECTION 2.05. Vacancy on Board. A majority of the remaining Directors, whether or not sufficient to constitute a quorum, may fill a vacancy on the Board of Directors which results from any cause except an increase in the number of Directors, and a majority of the entire Board of Directors may fill a vacancy which results from an increase in the number of Directors. A Director elected to fill a vacancy serves until the next annual meeting of Directors and until his or her successor is elected and qualifies. A Director elected to fill a vacancy may succeed himself or herself if otherwise qualified.
SECTION 2.06. Annual and Regular Meetings. The Foundation shall hold an annual meeting of its Directors to elect Directors and transact any other business within its powers in May of each year, or at such other time as shall be set by the Board of Directors. Except as the Articles of Incorporation or statute provides otherwise, any business may be considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Foundation’s existence or affect any otherwise valid corporate acts. Any other regular meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors.
SECTION 2.07. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board (if the Foundation has elected to have a Chairman of the Board) or the President, or by a majority of the Board of Directors by vote at a meeting, or in writing (including electronic mail) with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors.
SECTION 2.08. Notice of Meeting. The Secretary shall give notice to each Director of each annual, regular, and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a Director when it is delivered personally to him, left at his or her residence or usual place of business, or sent by telecopy, electronic mail or telephone, at least 48 hours before the time of the meeting or, in the alternative by mail to his or her address as it shall appear on the records of the Foundation, at least 72 hours before the time of the meeting. Unless the By-Laws or a resolution of the Board of Directors provide otherwise, the notice need not state the business to be transacted at or the purpose of any annual, regular, or special meeting of the Board of Directors. Any meeting of the Board of Directors, annual, regular, or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
SECTION 2.09. Action by Directors. Unless statute or the Articles of Incorporation or By-Laws requires a greater proportion, the action of a majority of the Directors present at a meeting at which a quorum is present is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the Directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a majority of the Directors provide written consent (which may include electronic consent) which sets forth the action, and such written consents are filed with the minutes of proceedings of the Board. Faculty members shall be required to recuse themselves from a vote on grants to be awarded by the Foundation.
SECTION 2.10. Meeting by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting.
SECTION 2.11. Attendance by Non Directors. The Foundation will communicate with the Carver Center community (parents, students, faculty and staff) to, among other things, encourage participation in the Foundation and bring suggestions, proposals or other matters to the Board’s attention. Members of the Carver community may attend regular meetings of the Board of Directors. At any such meeting, the presiding officer may require that all non-Directors excuse themselves from any portion of the meeting which the presiding officer deems to be confidential.
SECTION 2.12. Compensation. A Director may not receive any compensation for attendance at any annual, regular, or special meeting of the Board of Directors or any committee thereof, but may receive reimbursement for out-of-pocket expenses of attending meetings. A Director who serves the Foundation in any other capacity (including, but not limited to, providing professional services to the Foundation) may receive compensation for such other services, pursuant to a resolution of the Directors.
SECTION 3.01. Committees. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of one or more Directors and delegate to these committees any of the powers of the Board of Directors, except the power to elect or remove Directors, take any action where the Directors are acting as members, or amend the By-Laws. The Foundation shall, at all times, have at a minimum, an Executive Committee and a Development Committee. Each committee may fix rules of procedure for its business. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. The members of a committee present at any meeting, whether or not they constitute a quorum, may appoint a Director to act in the place of an absent member. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a majority of the committee members provide written consent (which may include electronic consent) which sets forth the action, and such written consents are filed with the minutes of proceedings of the committee. The members of a committee may conduct any meeting thereof by conference telephone or similar communications equipment in accordance with the provisions of Section 2.10. All Directors are required to serve on at least one committee of the Board, excepting faculty.
SECTION 4.01. Executive and Other Officers. The Foundation shall have a President, a Secretary, and a Treasurer who shall be the executive officers of the Foundation. It may, but is not required to, also have a Chairman of the Board. The Board of Directors may designate who shall serve as chief executive officer, having general supervision of the business and affairs of the Foundation, or as chief operating officer, having supervision of the operations of the Foundation; in the absence of designation, the President shall serve as chief executive officer and chief operating officer. The Foundation shall also have one or more Vice-Presidents. The Foundation may, but is not required to, have one or more assistant officers and subordinate officers as may be established by the Board of Directors. As of July 1, 2013, the Foundation may also have a President Emeritus on the Executive Committee serving as an assistant or subordinate officer. A person may hold more than one office in the Foundation but may not serve concurrently as both President and Vice-President of the Foundation. The Chairman of the Board and all other officers shall be Directors. The Foundation may engage a non-Director administrative assistant to assist one or more of the officers in the performance of the duties enumerated in this Article IV.
SECTION 4.02. President. The President, in the absence of the Chairman of the Board, shall preside at all meetings of the Board of Directors at which he or she shall be present; he or she may sign and execute, in the name of the Foundation, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the Foundation; and, in general, he or she shall perform all duties usually performed by a president of a corporation and such other duties as are from time to time assigned to him by the Board of Directors or the chief executive officer of the Foundation.
SECTION 4.03. Vice-Presidents. The Vice-President or Vice-Presidents, at the request of the chief executive officer or the President, or in the President’s absence or during his or her inability to act, shall perform the duties and exercise the functions of the President, and when so acting shall have the powers of the President. If there be more than one Vice-President, the Board of Directors may determine which one or more of the Vice-Presidents shall perform any of such duties or exercise any of such functions, or if such determination is not made by the Board of Directors, the chief executive officer, or the President may make such determination; otherwise any of the Vice-Presidents may perform any of such duties or exercise any of such functions. The Vice-President or Vice-Presidents shall have such other powers and perform such other duties, and have such additional descriptive designations in their titles (if any), as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President.
SECTION 4.04. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of any committees, in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; he or she shall be custodian of the records of the Foundation; he may witness any document on behalf of the Foundation, the execution of which is duly authorized, see that the corporate seal is affixed where such document is required or desired to be under its seal, and, when so affixed, may attest the same; and, in general, he or she shall perform all duties incident to the office of a secretary of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors, the chief executive officer, or the President.
SECTION 4.05. Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Foundation, and shall deposit, or cause to be deposited, in the name of the Foundation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; he or she shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Foundation; and, in general, he or she shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as are from time to time assigned to him or her by the Board of Directors, the chief executive officer, or the President.
SECTION 4.06. Assistant and Subordinate Officers. The assistant and subordinate officers of the Foundation are all officers below the office of Vice-President, Secretary, or Treasurer. The assistant or subordinate officers shall have such duties as are from time to time assigned to them by the Board of Directors, the chief executive officer, or the President.
SECTION 4.07. Election, Tenure and Removal of Officers. The Board of Directors shall elect the officers at each annual meeting. The Board of Directors may from time to time authorize any committee or officer to appoint assistant and subordinate officers. Officers shall hold office for a term of two years, unless earlier removed in accordance with the provisions of Section 2.04. The Board of Directors may extend the term of any officer by a period of no more than one year, so that the maximum period of time any person may serve as an officer is three years. The Board of Directors (or, as to any assistant or subordinate officer, any committee or officer authorized by the Board) may fill a vacancy which occurs in any office for the unexpired portion of the term.
SECTION 5.01. Checks, Drafts, Etc. . All checks, drafts and orders for the payment of money, notes, and other evidences of indebtedness, issued in the name of the Foundation, shall, unless otherwise provided by resolution of the Board of Directors, be signed by the President or Vice-President, and countersigned by the Treasurer, or if he or she is unavailable, the Secretary.
SECTION 5.02. Annual Statement of Affairs. The President shall prepare or cause to be prepared at least annually a full and correct statement of the affairs of the Foundation, to include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the Board of Directors and, within twenty (20) days after the meeting, placed on file at the Foundation’s principal office.
SECTION 5.03. Financial Structure. In managing the Foundation’s finances, the Board of Directors shall at all times maintain sufficient funds in liquid assets to cover annual operating expenses, and shall also maintain a reasonable and prudent reserve amount which shall not be allocated except in the event of a financial emergency. The remaining portions of the Foundation’s finances shall be available to be allocated in the Foundation’s discretion for purposes which fulfill the mission of the Foundation. For the fiscal year beginning on July 1, 2011, the allocation shall be as follows: (1) $30,000 to be maintained in a checking account for operating expenses; (2) $45,000 to be maintained as a reserve; and (3) the remaining balance of the Foundation’s assets to be allocated in the Foundation’s discretion for purposes which fulfill the mission of the Foundation. At each annual meeting of the Board of Directors, the Foundation shall determine the amount of funds to be allocated for the foregoing purposes in the next fiscal year.
SECTION 5.04. Budget Guidelines. For the fiscal year beginning on July 1, 2013, the current year’s Foundation Budget will be based on the 3 previous years’ rolling average of income.
SECTION 5.04. Fiscal Year. The fiscal year of the Foundation shall be the twelve calendar months period beginning on July 1 and ending June 30 in each year, unless otherwise provided by the Board of Directors.
SECTION 6.01. Maintenance of Tax Exempt Status. The Foundation shall not have any purposes nor carry on any activities (otherwise than as an insubstantial part of its activities) not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(a) and described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
SECTION 6.02. Books and Records. The Foundation shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its Board of Directors and of any executive or other committee when exercising any of the powers of the Board of Directors. The books and records of the Foundation may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection. Minutes shall be recorded in written form but may be maintained in the form of a reproduction. The original or a certified copy of the Articles of Incorporation and By-Laws shall be kept at the principal office of the Foundation.
SECTION 6.03. Corporate Seal. The Board of Directors may provide a suitable seal, bearing the name of the Foundation, which shall be in the charge of the Secretary. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. If the Foundation is required to place its corporate seal to a document, it is sufficient to meet the requirement of any law, rule or regulation relating to a corporate seal to place the word “Seal” adjacent to the signature of the person authorized to sign the document on behalf of the Foundation.
SECTION 6.04. Bonds. The Board of Directors may require any officer, agent or employee of the Foundation to give a bond to the Foundation, conditioned upon the faithful discharge of his or her duties, with one or more sureties and in such amount as may be satisfactory to the Board of Directors.
SECTION 6.05. Voting Upon Shares in Other Foundations. Stock of other corporations or associations, registered in the name of the Foundation, may be voted by the President, a Vice-President, or a proxy appointed by either of them. The Board of Directors, however, may by resolution appoint some other person to vote such shares, in which case such person shall be entitled to vote such shares upon the production of a certified copy of such resolution.
SECTION 6.06. Mail. Any notice or other document which is required by these By-Laws to be mailed shall be deposited in the United States mails, postage prepaid or by electronic mail.
SECTION 6.07. Execution of Documents. A person who holds more than one office in the Foundation may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.
SECTION 6.08. Amendments. The Board of Directors shall have the power, at any regular or special meeting thereof, to make and adopt new by-laws, or to amend, alter or repeal any of the By-Laws of the Foundation, and adopt such policy and procedures as the Board of Directors deems appropriate.
SECTION 6.09. Indemnification. To the maximum extent permitted by the Maryland General Corporation Law as from time to time amended, the Foundation shall indemnify and hold harmless its currently acting and its former Directors, officers, agents and employees and those persons who, at the request of the Foundation, serve or have served another corporation, partnership, joint venture, trust or other enterprise in one or more of such capacities.
Updates to the Bylaws:
- Revised by Michelle Lipka, CCF Secretary, 6/30/2013, to include Amendment 5.03
- Revised by Michelle Lipka, CCF Secretary, 6/30/2013, per motions of the June 6, 2013 Board Meeting:
- Added Section 5.04
- Renumbered Section 5.05
- Updated Section 4.01 to include President Emeritus as an assistant or subordinate officer