BYLAWS OF THE NORFOLK CITY UNION OF THE KING'S DAUGHTERS, INC.
AMENDED AND RESTATED AS OF June 3, 2008
1.1 Name. The name of this Corporation (hereinafter the "Corporation") shall be The Norfolk City Union of The King's Daughters, Inc. (hereinafter “NCUKD”) and shall trade as The King’s Daughters.
PLACE OF BUSINESS
2.1 Offices. The Corporation shall have its principal office in the City of Norfolk, Virginia, and may have such offices either within or outside the Commonwealth of Virginia as the Board of Directors (hereinafter the “Board of Directors”) may from time to time determine.
3.1 Membership. Any person who is in accord with the purposes of the Corporation as set forth in the Articles of Incorporation and who has paid such dues to the Corporation as determined by the Board of Directors shall be eligible to become an Adult, Junior or Honorary member.
3.2 Adult Member. Any member who regularly attends meetings, participates in the activities of the Corporation and her Circle, and is otherwise in good standing in an Adult Circle as determined by such Circle, shall be considered an Adult member of the Corporation, shall be classified as a Class A member of Children’s Health System, Inc., and shall be entitled to all the rights and privileges of membership, including the right to vote.
3.3 Junior Member. Any middle school or high school student who is a member in good standing of a Junior Circle shall be recognized as a Junior member. Junior Circle members are not entitled to vote.
3.4 Honorary Member. Any Adult member who has been granted Honorary status by the Board of Directors shall be recognized as an Honorary member. The Board of Directors may grant Honorary status to any member in good standing of an Adult Circle who is no longer able to participate due to health or physical limitations or has 20 or more years of service to the Corporation. Honorary members are not entitled to vote.
3.5 Honorary Patron. Any individual recognized for exceptional service to the Corporation may be granted the status of Honorary Patron by the Board of Directors. Honorary Patrons are not required to pay dues and are not entitled to vote.
3.6 Designation of Members. Under the direction of the Secretary of the Corporation, the NCUKD Office Staff shall establish and maintain an accurate listing of members in good standing. Such list shall be binding and conclusive for all purposes.
3.7 Annual and Regular Meetings. The Annual Meeting of the membership shall be held in conjunction with the CHS Board of Directors Meeting in June of each year at such time and place as may be determined by the Board of Directors for the transaction of such business as may be properly brought before such meeting. Other regular meetings of the members may be held during the year on such dates and at such times and places as may be determined by the Board of Directors, and for the transaction of such business as may be properly brought before such meetings.
3.8 Special Meetings. Special meetings of the members of the Corporation may be called by the President of the Corporation, or by the Board of Directors. Special meetings also may be called by written request signed by at least ten percent (10%) of the members of the Corporation, filed with the President or the Secretary of the Corporation, and stating the purpose for which such special meeting is called.
3.9 Notice of Meetings. Written notice of the date, time and place of meetings of the membership shall be provided to the members not less than ten (10) nor more than sixty (60) days prior to the date of the meeting and, in the case of a special meeting, the notice shall also state the purpose or purposes thereof. When a meeting of the membership is called to consider a proposed amendment to the Articles of Incorporation, a plan of merger, disposition of all, or substantially all, of the assets of the Corporation, or dissolution of the Corporation, written notice of such action shall be provided to the members no less than twenty-five (25) nor more than sixty (60) days prior to the date of the meeting. In the case of a proposed amendment to the Articles of Incorporation, such notice shall include a copy of the proposed amendment. A member may waive any notice of a meeting required by these Bylaws, the Articles of Incorporation or the law, either before or after the time of the meeting. Such waivers shall be in writing signed by the member entitled to notice, and shall be delivered to the Secretary for inclusion in the minutes or filing with the corporate records. A member who attends a meeting waives any notice of that meeting unless the member at the beginning of the meeting objects to the holding of the meeting or the transaction of any business at the meeting.
3.10 Voting Rights. Unless otherwise required by law, the provisions of the Articles of Incorporation or these Bylaws, each member shall be entitled to one vote on each matter submitted to the members for their vote, consent, waiver, release, or other action. Members shall not be entitled to vote by proxy on matters presented to the membership for its consideration.
3.11 Quorum. Fifty (50) or more of the members of the Corporation, present in person, shall constitute a quorum for the transaction of business at any membership meeting, provided that a majority of the Adult Circles have at least one member in attendance. Once a member is present at a meeting, such member is deemed to be present for quorum purposes for the remainder of that meeting.
3.12 Action by Members. The affirmative vote of a majority of the members present at a meeting at which a quorum is present shall be necessary for the approval of any matter voted upon by the membership, unless a greater proportion is required by the Articles of Incorporation, these Bylaws or by an applicable provision of the law.
3.13 Written Consent. Any action required or permitted at any meeting of the membership may be taken without a meeting, without prior notice, if the action is taken by all the members entitled to vote thereon. The action shall be evidenced by one or more written consents describing the action taken, including the effective date of the action, signed by all the members entitled to vote on the action, and delivered to the Secretary. Said written consent shall be filed with the minutes or entered upon the records of the Corporation and shall have the same effect as a vote for all purposes.
3.14 Resignation from Membership. Any member may resign from membership, with or without cause, by written notice of resignation provided to the Secretary.
BOARD OF DIRECTORS
4.1 Election of Directors. The Directors shall be elected by the members at the Annual Meeting of the membership held in June of each year.
4.2 Management. The business and the affairs of the Corporation shall be directed, controlled, and managed by the Board of Directors which shall serve as the governing body of the Corporation.
4.3 Duties of Board of Directors. The Board of Directors shall manage all of the affairs, the property and funds of the Corporation, and shall have the duty and authority to do and perform all acts consistent with these Bylaws, the Articles of Incorporation of the Corporation and any amendments thereto, and the laws of the Commonwealth of Virginia. The Board of Directors shall have such other duties as may be prescribed by law.
4.4 Numbers and Term of Office. The Board of Directors shall consist of no less than eight (8), nor more than eighteen (18) persons, each of whom shall be Adult members of the Corporation. The number of Directors shall be fixed from time to time by the resolution of the Board of Directors. Members of the Board of Directors shall serve for one year terms. Directors shall be eligible for re-election, except that a Director who has served nine (9) full consecutive one -year terms shall not be eligible for re-election until at least one (1) year after the expiration of such member’s most recent term of office. All Directors shall retain their respective offices as Directors until their successors shall be duly elected and qualify.
4.5 Ex-Officio Directors. There shall be one (1) Ex-Officio Director, who shall be a Vice-President of Children's Health System, Inc. designated by the Board of Directors, who need not be a member of this Corporation, and who shall serve without vote.
4.6 Removal of Directors. Directors may be removed from office, with or without cause, at any meeting of the membership by the affirmative vote of a majority of the members. Regular written notice shall be provided in accordance with these Bylaws to the members prior to any meeting at which the removal of a Director is to be considered, which notice shall specify the fact that the removal of a Director will be considered and the identity of the Director or Directors as to whom removal is to be considered.
4.7 Vacancies on the Board of Directors. All vacancies on the Board of Directors shall be filled by vote of the remainder of the Board of Directors. A Director elected to fill a vacancy or to occupy a position resulting from an increase in the number of Directors shall serve until the next Annual Meeting of the membership held in June of each year.
4.8 Resignation of Directors. Any Director may resign from office, with or without cause, by delivering a written statement of resignation to the President or the Secretary of the Corporation. Any such resignation shall take effect immediately upon its receipt by the Secretary of the Corporation, unless a later effective time or date for the resignation is specified in the notice of resignation.
4.9 Meetings of the Board of Directors. Meetings of the Board of Directors shall be held at a specified time and place designated by the Board. The Board of Directors shall meet as often as necessary to transact the business of the Corporation, but not less than once every two months and not less than ten (10) times in any calendar year. Notice of regular meetings shall be provided as prescribed by the Board of Directors. Special meetings of the Board of Directors may be called by the President or at the request of not less than one-third (1/3) of the members of the Board of Directors. Notice of special meetings shall be provided to each Director not less than five (5) days before the date of such meeting by mail, electronic delivery, or by such other means as the Board of Directors shall determine. Notice of special meetings shall state the purposes for the special meeting and at such meeting no other business than that stated in the notice shall be transacted as official business.
4.10 Waiver of Notice. Any meeting of the Board of Directors may be deemed to have been validly and legally called if all of the Directors entitled to vote on the day of the meeting sign a written waiver of notice, either before or after the meeting. Attendance of a Director at or participation in any meeting shall constitute a waiver of notice of that meeting and no written waiver need be obtained from that Director unless the Director, at the beginning of the meeting or promptly upon the Director’s arrival, objects to holding the meeting or transacting of any business and does not thereafter vote for or assent to action taken at the meeting. All such waivers, consents or approvals shall be filed with the minutes or other corporate records.
4.11 Actions by Unanimous Written Consent. Any action required or permitted at any meeting of the Directors may be taken without a meeting, without prior notice and without a vote if all of the Directors entitled to vote thereon consent in writingg. Said action shall be evidenced by one or more consents stating the action taken and the effective date of the action, signed by each Director either before or after the action taken, and included in the minutes or filed with the corporate records.
4.12 Voting and Quorum of Directors for Transacting Business. A majority of Directors and a majority of the voting members of any committee of the Board shall constitute a quorum for the transaction of business. Whenever less than a quorum is present at any duly noticed meeting of the Board, or of any committee of the Board, a majority of those present may adjourn the meeting without notice, other than by announcement at the meeting, until a quorum is present. Each Director shall have one vote on each matter submitted to the Board of Directors for its vote, consent, waiver, release or other action. The vote of a majority of the Directors or committee members present at any meeting at which there is a quorum shall be the act of the Board or of the committee except as a larger vote may be required by the laws of the Commonwealth of Virginia, these Bylaws or the Articles of Incorporation of the Corporation.
4.13 Conference Communication. A member of the Board or a committee designated by the Board may participate in a meeting by the means of a conference telephone or any means of communications by which all directors may simultaneously hear each other during the meeting. Participation in a meeting in this manner constitutes presence in person at the meeting.
4.14 Powers of the Board of Directors. The Corporation may, whenever its general interests require the same, borrow money and issue its promissory note or bond for the payment thereof with interest, and may in like case mortgage its property for security for its debts or otherwise lawful engagements. In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon Boards of Directors of Virginia nonstock Ccorporations, and in addition to the powers mentioned in and implied above, the Board of Directors shall have the power to authorize the borrowing or raising of money for corporate purposes, the issuance of bonds or notes, the securing of such obligations by mortgage or other lien upon any and all of the property of the Corporation, whether at the time owned or thereafter acquired, and/or being jointly or jointly and severally liable for the guaranteeing of debt of any affiliated or subsidiary Corporation or other entity, whenever the same shall be in the interests of the Corporation as shall be conclusively determined by the Board of Directors of this Corporation.
4.15 Conflicts of Interest.
a. The Corporation shall be prohibited from entering into any transaction in which an Officer or Director has a direct or indirect personal interest unless the transaction is authorized, approved or ratified by a majority of the Directors who have no direct or indirect personal interest in the transaction and such disinterested Directors were aware of the material facts of the transaction and the Director’s or Officer’s interest. For purposes of this Section 4.15, a quorum shall be deemed to be present for the purpose of taking action, if a majority of Directors who have no personal interest are present. This Section 4.15 shall not be construed to prohibit the making or solicitation of charitable contributions by any Officer or Director to or for the benefit of the Corporation.
b. In the event a Director has any direct or indirect personal interest in a transaction, the interested Director should disclose such interest to the Board of Directors promptly and should not vote on such transaction.
(i) "Personal interest" and "material financial interest" means a personal and financial benefit or liability accruing to an Officer or Director or to such Officer’s or Director’s spouse, child, sibling, parent or any other relative who resides in the same household. Such interest shall exist by reason of (i) ownership in property, real or personal, tangible or intangible; or (ii) ownership in a corporation, firm, partnership, or other business entity; or (iii) income from a corporation, firm, partnership, or other business entity; or (iv) personal liability on behalf of a corporation, firm, partnership, or other business entity.
(ii) A Director also has a direct or indirect personal interest in a transaction if any one of the following conditions is present:
(a) Another entity in which the Director has a material financial interest or in which she is a general partner is a party to the transaction or
(b) Another entity of which the Director is a director, officer or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors of this Corporation.
4.16 Fiduciary Duty of Directors. Members of the Board of Directors are fiduciaries and are expected to exercise their responsibility as Directors in the best interests of the Corporation and shall (i) maintain the confidentiality of all deliberations of the Board of Directors, (ii) regularly review these Bylaws, (iii) regularly attend meetings of the Board, the general membership and their individual Circles, and (iv) conscientiously report all conflicts of interests. Upon their election and annually thereafter, Directors shall complete such statement regarding conflicts of interest and confidentiality as the Board of Directors shall determine.
5.1 Officers. The Officers of this Corporation shall consist of a President, one or more Vice-Presidents, a Secretary, and a Treasurer and such other Officers with such duties as may be authorized and determined by the Board of Directors. Any person may hold more than one office, except for the offices of the President and the Secretary, which may not be held by the same person and except that no person may hold any office which requires that person to perform duties which are inconsistent with duties required to be performed for any other office held by that person. If more than one office is held by one and the same person, then the title shall be combined.
5.2 Election and Terms of Office. The officers of the Corporation shall be elected by the voting members at the Annual Meeting held in June of each year from among the current Board of Directors who have served at least one year. The terms of office to be held by said Officers thus elected shall be for one (1) year or until their successors are duly elected and qualified. The Officers thus elected and qualified shall serve as the Officers of the Corporation. No Officer may hold the same office for more thanthree (3) successive one (1) year terms.
5.3 Removal. Any Officer may be removed, either for or without cause, by the Board of Directors.
5.4 Vacancies. Any vacancy among the Officers, whether by death, resignation, removal or other inability to serve or by the creation of a new office by the Board of Directors shall be filled by the Board of Directors for such term as the Board of Directors shall determine,.
5.5 President. The President shall preside at and shall serve as chairman at all meetings of the Board of Directors and the General Membership and shall be an Ex Officio member, in person or by a representative, of all committees except the Nominating Committee. The President shall serve on the Board of Directors of Children's Health System, Inc. The President shall have the general powers and duties of management usually vested in the office of president and shall have other power and duties as may be prescribed by the Board of Directors and these Bylaws. Acting under the direction of the Board of Directors and, on its behalf, the President shall perform all acts, execute and deliver all documents and take all steps authorized by the Board in order to effectuate the actions and policies of the Board.
5.6 President-Elect. There may be one President-Elect who shall have such duties as are determined from time to time by the Board of Directors or the President. The President-Elect, in the absence of the President, performs the duties of the President and when so acting shall have all the powers and be subject to all of the restrictions of the President. In the event that the office of President becomes vacant, the President-Elect immediately becomes President and serves for remainder of that term of office.
5.7 Vice-Presidents. There may be one or more Vice-Presidents who shall have such duties as are determined from time to time by the Board of Directors or the President. In the absence or disability of the President and the President-elect, the Vice-President, or Vice-Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all duties of the President and when so acting shall have all of the powers and be subject to all of the restrictions of the President.
5.8 Secretary. The Secretary shall attend all meetings of the Board of Directors. With the assistance of the NCUKD Office Staff, the Secretary shall preserve in record books the full and correct minutes of the proceedings of all such meetings and shall maintain the official listing of the membership of the Ccorporation, and shall be custodian of the corporate Articles of Incorporation, Bylaws and minute books. It shall be the duty of the Secretary to sign and execute all corporate documents and instruments whereupon the Secretary’s signature may be lawfully required. The Secretary shall also serve all notices required by law, these Bylaws, or by resolution of the Board of Directors and it shall be the Secretary’s duty to cause to be prepared and filed with the appropriate bodies, official reports and documents required by law to be filed by the Corporation. The Secretary shall also perform such other duties as may be delegated by the Board of Directors.
5.9 Treasurer. With the assistance of the NCUKD Office Staff, the Treasurer shall create and maintain an accounting and bookkeeping system to be utilized by the Corporation and all of the Circles. The Treasurer shall keep or cause to be kept in books belonging to the Corporation, complete and accurate accounts of all receipts and disbursements, resources and liabilities, and shall deposit all monies and funds and other valuable effects of the Corporation, in the name of and to the credit of the Corporation, in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall be responsible for or cause the collection of all sums due the Corporation, including Circle dues. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation in payment of its obligations, taking proper vouchers and receipts for such disbursements. The Treasurer shall render or cause to be rendered to the President and to the Directors at the meetings of the Directors, or whenever otherwise requested, correct statements and reports showing the financial condition of the Corporation. The Treasurer may sign corporate documents and instruments as necessary. The Treasurer shall perform or cause to be performed an audit, not less frequent than annually, of the books and records of the Corporation and its Circles. The Treasurer shall serve as the corporate delegate to The Children's Health Foundation, Inc.
5.10 Assistant Secretaries and Treasurers. The Board may appoint one or more persons to serve as Assistant Secretaries and/or Assistant Treasurers and to assist the Secretary and/or Treasurer in the performance of their duties. An Assistant Secretary or Assistant Treasurer shall carry out those responsibilities delegated to them by the Board, or by the Secretary or the Treasurer respectively. The Assistant Secretary or Assistant Treasurer shall act in the place of the Secretary or Treasurer respectively in such officer’s absence, disability, or in the event of a vacancy in the office.
5.11 Delegation of Duties of Officers to President. The Board of Directors may delegate to the President by appropriate resolution, rule or regulation, such part or portions of the duties and obligations enumerated above as the Board of Directors acting in its sole judgment and discretion may direct.
5.12 Bonding of Officers and/or Employees. The Board of Directors may require any of the Officers of the Corporation, or any of the employees of the Corporation, to furnish a bond or bonds to the Corporation with such surety or sureties and in such amount or amounts as shall be sufficient in the judgment of the Board of Directors to secure the Corporation against loss or damage by reason of any act, neglect, or omission on the part of such Officers or employees. These bonding provisions apply specifically, as the Board of Directors may determine, to such Officers and/or employees of the Corporation occupying positions of trust and confidence.
ORDERS FOR THE PAYMENT OF MONEY AND EXECUTION OF INSTRUMENTS
6.1 Checks. All checks, drafts, or orders for the payment of money, shall be executed in the name of the Corporation in such manner by such Officer or Officers or employees as the Board of Directors shall determine by resolution or order.
6.2 Contracts. The execution of any contracts, conveyances or other instruments shall be authorized by the Board of Directors. Such authority may be general or confined to specific instances and, unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose.
COMMITTEES OF THE BOARD OF DIRECTORS
7.1 Committees. The Board of Directors may establish committees from time to time as it shall deem appropriate to conduct the activities of the Corporation and to advise the Board, and shall define the powers, responsibilities, membership and term of such committees.
INDEMNIFICATION AND LIABILITY
8.1 Indemnity. The Corporation shall indemnify and hold harmless Officers and Directors of the Corporation to the fullest extent permitted by Virginia law.
8.2 Liability of Officers and Directors. In accordance with the provisions of Section 13.1-870.1 of the Code of Virginia, in any proceeding brought by or in the right of the Corporation or brought by or on behalf of members of the Corporation, there shall be no damages assessed against any Officer or Director who receives no compensation from the Corporation.
9.1 The Circles. Members of the Corporation shall be organized into Circles. Each Circle shall elect Officers and adopt Bylaws which shall not conflict with these Bylaws or with the Articles of Incorporation of this Corporation. Any provision in the Bylaws of any Circle which is in conflict with these Bylaws or with the Articles of Incorporation of the Corporation shall automatically be superseded hereby. The Board of Directors shall have the right to approve the establishment of Circles and the Bylaws of such Circles.
9.2 Duties of the Circles. The primary duty of each Circle shall be to support the Corporation and its projects by personal service and financial assistance.
9.3 Classes of Circles. Adult Circles shall consist of the Adult members of the Corporation and shall regularly have Circle meetings and other activities. Junior Circles shall consist of Junior members of the Corporation and shall have regular Circle meetings. Honorary Circles shall consist of Honorary Members.
9.4 Circle Names. The names of all Circles shall be approved by the Board of Directors of the Corporation.
9.5 Use of Circle Names. Circle names and rosters shall not be used for political or commercial purposes. Circle rosters and names and addresses of individual members shall not be released to persons or groups outside the Corporation without the prior approval of the Board of Directors of the Corporation.
9.6 Circle Representatives at General Membership Meetings. Each Circle shall endeavor to send a representative to each Annual and General Membership Meeting.
10.1 Fiscal Year. The fiscal year of this Corporation shall be the period beginning on July 1 of each year and ending on June 30 of the following year.
10.2 Seal and Symbol. The seal of this Corporation shall consist of a flat-faced circular die with the name of the Corporation and the state of its Incorporation cut or engraved thereon. Any agreement, instrument, certificate or other document which has been duly executed on behalf of the Corporation shall be valid, binding and enforceable as to the Corporation even though the seal of the Corporation has not been affixed thereto. The symbol of the Corporation shall include the Maltese Cross.
10.3 Gender. Any usage of specific gender terminology shall be deemed to include reference to both genders, and any title involving gender shall be permitted to be used in any alternative form for another gender.
11.1 Amendments to Bylaws. These Bylaws may be altered, amended, repealed or restated by the Board subject to the approval of the members voting in the same manner as required for the election of directors under section 4.1 of these Bylaws.
EFFECTIVE DATE: June 3, 2008
NORFOLK CITY UNION OF THE KING’S DAUGHTERS, INC.
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