These rules, policies, and guidelines shall not conflict with the Aloha Garden Club (AGC) Corporate Bylaws, (adopted 1/17/2019 &Revised September 2022. Members approved at September 2022 Member Meeting ). Their adoption requires a majority vote of the Board of Directors when a quorum is present. Any modification requires the same. After the Board of Directors approval, this document will be presented to the members at the next regular meeting for final approval, which also requires a majority vote and a quorum present. Voting may occur via proxy or by email to complete the quorum count. 1.The Aloha Garden Club’s mission statement is outlined in the Conservation Pledge that is spoken by members at the beginning of all monthly meetings: “We pledge to protect and conserve the natural resources of the planet earth, and promise to promote education so we may become caretakers of our air, water, forests, land and wildlife.” 2.Code of Conduct: Members of Aloha Garden Club respect the time, attention, personal choices, and boundaries of our members, which is essential to creating a safe and trusting community environment. All AGC members are expected to interact in a manner that is free of all forms of abuse, including slurs of a racial, ethnic, religious, political, or gender-related nature. 3. Membership is open to anyone interested in the objectives for which this organization was formed. Upon payment of annual dues, a member is eligible to vote and hold office. There are no limits on the number of members in the club. 4. Dues shall be determined by a majority vote of the members following the presentation and acceptance of the annual budget. Dues shall be payable at the first meeting in September or by mail to the Treasurer. Dues will be considered delinquent after October 15. Unpaid members will be dropped from our roster on November 1. 5. The AGC rosterand e-mail list are for member reference only and are not to be used for solicitation or for other commercial purposes. Personal details within the contact information on the roster are optional and privacy is to be respected. Privacy is also to be respected on club social media, including our website and Facebook. 6.The Board of Directors may elect an executive committee. The executive committee shall have the power to make on-going decisions between board meetings and shall have the power to make financial and budgetary decisions.
7. The Board of Directors meets on an as-needed basis throughout the calendar year. The Board of Directors consists of four elected officers, (President, Vice President, Secretary, and Treasurer), Newsletter Editor, and members-at Large, one of whom is the past President. The Board of Directors is to have an odd number of members with the maximum number of members being eleven. Term of each board member is two years. All board members have an equal vote. Elections are held in May to fill board seats/officer roles. The ACG traditionally ends each season in June with a social meeting, usually a picnic. 8.The Board of Director’sduties are defined in the AGC corporate Bylaws. 9. The Vice President responsibilities include meeting planning and approving any plants for sale at our meetings. 10. The Treasurer’s responsibilities include: Manage the checking account and the savings account, credit card, and keep up-to-date records, including the record of dues paid. Any expenditure of $500.00 or greater requires a two-person sign off on the check. 11. Budget for Corporation: The fiscal year begins in July and runs through the following June. A yearly budget projection for the Aloha Garden Club is prepared by the current treasurer, and the board meets to draft the future budget during the summer after the fiscal year has concluded. This budget outlines how monies were spent by the club during the past fiscal year, and estimates expenses for the next fiscal year. After the budget is approved by the board, it is submitted to the membership for approval at the September meeting. An internal audit should at least be performed within a two-year cycle or prior to a new treasurer taking office, by a committee nominated by the board. Any need to raise the dues will be part of the budget planning. 12. Committee structure is defined by the Corporate Bylaws of 1/17/2019; committees may exercise functions of the board (Grants & Scholarships, or a Nominating committee for example) or be advisory (future bylaw revisions, membership, etc.). Committees may also be formed for meeting planning, tour planning and fund raising activities. 13. Interest groups are autonomous. AGC membership is not a requirement to join interest groups that initially were formed by AGC members. Special interest groups are not administered by the AGC. 14. Items for our monthly newsletter that are related to community plant sales, horticulture, or member’s plant-related projects may be published in our Newsletter (Editor’s discretion on article length).
15. A resource table may be utilized at AGC meetings to allow members to display information about plant sales, garden tours / nurseries or other community events. Table is not to be used to promote a personal venture unrelated to gardening. FUND RAISING PROJECTS – SPRING PLANT SALE In the past, the AGC held a spring plant sale to fund the awarding of Grants and Scholarships in Washington County. These are guidelines we have used for this project.
1. Potting guidelines for the Plant Sale project: A specific notebook is maintained by Potting Chair(s) and passed to successor with appropriate updates to spread sheets and emails. Plants are obtained from donations by members or others wishing to support this project. Expenses incurred for potting are reimbursed from prior plant sales. This is currently accomplished by a fall transfer of $1000 from the Savings account to the checking account. Future sales or projects may revisit the budgeted amount to hold a sale. 2. Plant sale guidelines: A specific notebook is maintained by the Plant Sale Chair(s) which includes details of logistics, booking school site for sale, current pricing on plants and volunteer tasks lists. Net revenue (gross less expenses) from sale is deposited (by the treasurer) into the AGC savings account for distribution in the next grant cycle. Expenses for the sale are deducted from the $1000 outlined above. Any remaining portion of the $1000 is returned to the savings account. 3. AGC Grants and Scholarships: The AGC will have a Scholarships and Grants Committee, consisting of five members to include a chairperson. The President is invited to attend all meetings, but does not have a vote. This committee is in charge of awarding funds to Washington County residents who apply for grants or scholarships. When a new Chairperson is needed for this committee, the AGC president will appoint one, and the chairperson will appoint new committee members. The committee will publicize our scholarship and grant opportunities to the public. The Grant Application process is set by the committee and is available on the AGC website. A detailed history is kept in the official AGC Scholarship/Grant Notebooks.
Revised September 2022
BYLAWS
BYLAWS OF ALOHA GARDEN CLUB (An Oregon Non-Profit Mutual Benefit Corporation) with members TABLE OF CONTENTS Page ARTICLE 1 OFFICES.................................................................................................................................................................... 1 1.1 Business Office............................................................................................................................................................... 1 1.2 Registered Office........................................................................................................................................................... 1 ARTICLE 2 PURPOSES................................................................................................................................................................ 1 2.1 General Purpose............................................................................................................................................................. 1 2.2 Primary Purposes........................................................................................................................................................... 1 ARTICLE 3 BOARD....................................................................................................................................................................... 1 3.1 General Powers.............................................................................................................................................................. 1 3.2 Number and Tenure of Directors............................................................................................................................. 2 3.3 Election of Directors..................................................................................................................................................... 2 3.4 Regular Meetings of the Board................................................................................................................................ 2 3.5 Special Meetings of the Board................................................................................................................................. 2 3.6 Notice of, and Waiver of Notice for, Special Directors' Meetings.............................................................. 2 3.7 Directors' Quorum........................................................................................................................................................ 3 3.8 Directors, Manner of Acting...................................................................................................................................... 3 3.9 Directors' Action Without a Meeting..................................................................................................................... 3 3.10 Removal of Directors................................................................................................................................................... 4 3.11 Board Vacancies............................................................................................................................................................ 4 3.12 Directors' Compensation........................................................................................................................................... 4 ARTICLE 4 OFFICERS................................................................................................................................................................. 4 4.1 Number of Officers....................................................................................................................................................... 4 4.2 Appointment and Term of Office............................................................................................................................ 4 4.3 Removal of Officers/Vacancies............................................................................................................................... 4 4.4 President......................................................................................................................................................................... 4 4.5 Secretary.......................................................................................................................................................................... 5 4.6 Treasurer......................................................................................................................................................................... 5 4.7 Other Offices................................................................................................................................................................ 6 4.8 Salaries........................................................................................................................................................................... 6 ARTICLE 5 MEMBERSHIP...................................................................................................................................................... 6 5.1 Membership.................................................................................................................................................................. 6 5.2 Class of Membership................................................................................................................................................. 6 5.3 Eligibility......................................................................................................................................................................... 6 5.4 Membership Fee.......................................................................................................................................................... 6 ARTICLE 6 MEMBER MEETINGS........................................................................................................................................ 6 6.1 Location of Meetings.................................................................................................................................................. 6 6.2 Date of Annual Meeting............................................................................................................................................ 6 6.3 Special Meetings.......................................................................................................................................................... 7 6.4 Notice of Meetings...................................................................................................................................................... 7 6.5 Quorum; Adjournment.............................................................................................................................................. 7 6.6 Majority Vote................................................................................................................................................................. 7 6.7 Number of Votes; Proxies......................................................................................................................................... 7 ARTICLE 7 COMMITTEES....................................................................................................................................................... 7 7.1 Executive Committee................................................................................................................................................. 7 7.2 Other Committees....................................................................................................................................................... 7 7.3 Composition of Committees Exercising Board Functions........................................................................... 8 7.4 Quorum and Actions................................................................................................................................................... 8 7.5 Limitations on the Powers of Committees......................................................................................................... 8 ARTICLE 8 INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................................................... 8 8.1 Indemnification of Directors................................................................................................................................... 8 8.2 Standard of Conduct.................................................................................................................................................. 8 8.3 Advance for Expenses of Directors...................................................................................................................... 8 8.4 Indemnification of Officers, Agents, and Employees Who Are Not Directors.................................... 8 ARTICLE 9 ADDITIONAL OPERATIONAL RULES........................................................................................................ 9 9.1 Operation in General................................................................................................................................................. 9 9.2 Non-Discrimination Policy....................................................................................................................................... 9 9.3 No Private Inurement................................................................................................................................................ 9 ARTICLE 10 AMENDMENTS................................................................................................................................................. 9 10.1 Amendments................................................................................................................................................................
ARTICLE 1 OFFICES 1.1 Business Office. The principal office of the corporation shall be located at any place within the state of Oregon as designated in the corporation's most current Annual Report filed with the Oregon Secretary of State The corporation may have such other offices, either within or without the state of Oregon, as the Board of Directors of this corporation (the “Board”) may designate or as the business of the corporation may require from time to time.
1.2 Registered Office. The registered office of the corporation, required by ORS 65.047, shall be located within Oregon and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time.
ARTICLE 2 PURPOSES2.1 General Purpose. The corporate purposes are as set forth in the Articles of Incorporation (i.e., pleasure, recreation, and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, as amended (the “Code”). The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(7) of the code, as amended.
2.2 Primary Purposes. The corporation is a community-based social club that promotes and encourages the study and appreciation of horticulture including perennials, native plants, soils and pollinators and encourages the wise use of our natural resources and environment.
ARTICLE 3 BOARD 3.1 General Powers. All corporate powers shall be exercised by, or under the authority of, the Board and the business and affairs of the corporation shall be managed under the direction of the Board.
3.2 Number and Tenure of Directors. The authorized number of directors of this corporation (the “Directors” or individually “Director”) shall be not less than five (5) nor more than eleven (11); and the number of Directors may vary between the maximum and minimum authorized numbers; provided, however, that the number of Directors shall be an odd number. The number of Directors shall be set by the Voting Members (as defined in Article 5) at their annual meeting or a special meeting called for the purpose of setting the number of Directors and/or electing Directors. The term of office for Directors shall be two (2) years. A Director may be reelected without limitation on the number of terms she may serve.
3.3 Election of Directors. The Directors shall be elected by the Voting Members at the members’ annual meeting, or any special meeting called for such purpose.
3.4 Regular Meetings of the Board. Regular meetings of the Board shall be held at the time and place to be determined by the Board. No other notice of the date, time, place, or purpose of these meetings is required.
3.5 Special Meetings of the Board. Special meetings of the Board may be called by or at the request of the president or any one Director. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director as provided in Section 3.6 below.
3.6 Notice of, and Waiver of Notice for, Special Directors' Meetings. Notice of any special Directors' meeting shall be given at least two days before the meeting. Notice may be communicated in person, by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier, including publication in a newsletter or similar document mailed to a Director’s last known address.
(a) Oral notice is effective when communicated if communicated in a comprehensible manner; (b) Except as provided in subsection (3) of this section, personal written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received;
(2) Five days after its postmark, if mailed by United States mail correctly addressed and with first class postage affixed;
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;
(4) Thirty days after its deposit in the United States mail if mailed correctly addressed and with other than first class, registered or certified postage affixed; or
(5) The date specified by the Articles of Incorporation or Bylaws with respect to notice to Directors.
(c) Any Director may at any time waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting or promptly upon the Director's arrival objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. 3.7 Directors' Quorum. A majority of the number of Directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board, unless the Articles of Incorporation or these Bylaws require a greater number.
3.8 Directors, Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board. Where the law requires a majority vote of the Directors in office to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.
Unless the Articles of Incorporation provide otherwise, any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
A Director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action taken unless:
(a) The Director objects at the beginning of the meeting or promptly upon the Director's arrival to holding it or transacting business at the meeting; (b) The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken. 3.9 Directors' Action Without a Meeting. Any action required or permitted by law to be taken by the Board at a meeting may be taken without a meeting if all the Directors take the action, each one signs a written consent describing the action taken, and the consents are filed with the records of the corporation. Action taken by consent is effective when the last Director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be so described in any document.
3.10 Removal of Directors. Any Director may be removed, with or without cause, by a vote of two-thirds of the Directors then in office. Any Director may also be removed, with or without cause, by a vote of two-thirds of the members then entitled to vote at any meeting called for such purpose.
3.11 Board Vacancies. Vacancies on the Board may be filled by a majority vote of the Directors then on the Board until the next annual or special meeting of the members is held for the purpose of electing Directors. Newly created Board positions will be filled by a majority vote of the members entitled to vote at any meeting where the number of Directors is increased.
3.12 Directors' Compensation. Directors, as such, shall not receive any stated salary or other compensation for their services, but, by resolution of the Board, any Director may be paid expenses, if any, incurred by the Director for the benefit of the corporation. No Director is precluded from serving the corporation in any other capacity and receiving compensation therefore, unless prohibited by law or unless such compensation would jeopardize the corporation’s status as an exempt organization under the provisions of Code Section 501(c)(7).
ARTICLE 4 OFFICERS 4.1 Number of Officers. The officers of the corporation shall be a president and a secretary, each of whom shall be elected by the Voting Members at the members’ annual meeting, or any special meeting called for such purpose. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board. If specifically authorized by the Board, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office. The officers of the corporation shall be elected by the Voting Members for a term of two (2) years. An officer may be reappointed without limitation on the number of terms the officer may serve. The designation of a specified term grants to the officer no contract rights, and the board can remove the officer at any time prior to the termination of such term. Officers shall be elected by the Voting Members from among the Directors.
4.3 Removal of Officers/Vacancies. Any officer or agent may be removed by the Board at any time, with or without cause. A vacancy of the office of president or secretary shall be filled not later than the first regular meeting of the Board following the vacancy.
4.4 President. The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. The president shall preside over all meetings of the Board and shall serve as chairperson of the corporation. The president may sign, with the secretary or any other proper officer of the corporation authorized by the Board, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.
4.5 Secretary. The Secretary shall:
(a) Keep the minutes of the proceedings of the Board in one or more books provided for that purpose; (b) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) Be custodian of the corporate records; (d) When requested or required, authenticate any records of the corporation; and (e) In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board. 4.6 Treasurer. If appointed, the Treasurer shall:
(a) Have charge and custody of and be responsible for all funds of the corporation; (b) Receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and (c) In general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or by the Board. (d) If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer's duties in such sum and with such surety or sureties as the Board shall determine. If no treasurer is appointed, the duties of treasurer shall be fulfilled by the president, secretary, or any duly appointed vice-president of the corporation.
4.7 Other Offices. The Board may elect or appoint other officers, agents, and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board.
4.8 Salaries. The salaries of the officers, if any, shall be fixed from time to time by the Board.
ARTICLE 5 MEMBERSHIP 5.1 Membership. This corporation shall have members. A person shall become a member of the corporation by paying annual dues set by the Board and meeting the responsibilities of the members to comply with rules established by the corporation.
5.2 Class of Membership. There shall be one (1) class of members of the corporation. All members will be included on the members list; receive members-only communications; vote on all matters for which a membership vote is permitted by law or in the Bylaws of the corporation; and are eligible to return as full members if they have settled balances from previous years and/or have made arrangements to pay said balance.
5.3 Eligibility. To be eligible for full membership, an individual must express interest in the primary purpose for which the corporation is formed.
5.4 Membership Fee. There is an annual fee to join the corporation. The amount of this fee will be proposed by the Board and approved by the members then entitled to vote at their annual meeting. The Board is authorized to establish other fees for the organization’s activities.
ARTICLE 6 MEMBER MEETINGS 6.1 Location of Meetings. Meetings of the members shall be held at the office of the corporation or at such other place as shall be determined by the Board. The Board may permit any or all members to participate in a meeting by, or conduct the meeting through, the use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present in person at such meeting.
6.2 Date of Annual Meeting. An annual meeting of the members shall be held on the date which shall be selected by the Board for each fiscal year of the corporation, at such time as the president shall designate, for the purpose of electing directors and the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state in which the meeting is taking place, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or any adjournment thereof, the Board shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
6.3 Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board, and shall be called by the president at the request of not less than ten percent (10%) of the Voting Members of the corporation entitled to vote at the meeting.
6.4 Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the officer or person calling the meeting, to each member at the member’s address as it appears on the corporation’s records. The notice of any meeting at which participation is to be permitted by the use of any means of communication by which all members participating may simultaneously hear each other shall state such fact and describe how any member desiring to participate may notify the corporation of the member’s desire to be included in the meeting.
6.5 Quorum; Adjournment. The majority of the Voting Members represented either in person or by proxy, shall constitute a quorum at all members’ meetings for the transaction of business. If a quorum is not present or represented at any members’ meeting, the Voting Members present in person or represented by proxy shall have the power, without notice other than an announcement at the meeting, to adjourn the meeting from time to time until a quorum shall be present or represented. At any adjourned meeting in which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting.
6.6 Majority Vote. When there is a quorum of Voting Members at any meeting, the vote of a majority of the Voting Members represented shall decide any question brought before the meeting, unless the laws of the state of Oregon impose a different requirement.
6.7 Number of Votes; Proxies. Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. A Voting Member may vote either in person or by a proxy appointed in writing by the member or by the member’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE 7 COMMITTEES 7.1 Executive Committee. The Board may elect an executive committee. The executive committee shall have the power to make on-going decisions between board meetings and shall have the power to make financial and budgetary decisions.
7.2 Other Committees. The Board may establish such other committees as it deems necessary and desirable. Such committees may exercise functions of the Board or may be advisory committees.
7.3 Composition of Committees Exercising Board Functions. Any committee that exercises any function of the Board shall be composed of three (3) or more Directors, elected by the Board by a majority vote of the all Directors in office at that time.
7.4 Quorum and Actions. A quorum at a committee meeting exercising Board functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.
7.5 Limitations on the Powers of Committees. No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove Directors or fill vacancies on the board or on any of its committees; or may adopt, amend, or repeal the Articles of Incorporation, Bylaws, or any resolution by the Board.
ARTICLE 8 INDEMNIFICATION OF DIRECTORS AND OFFICERS 8.1 Indemnification of Directors. This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law.
8.2 Standard of Conduct. The individual shall demonstrate that:
(a) The individual conducted himself or herself in good faith; and (b) The individual reasonably believed that the individual's conduct was in the best interests of the corporation, or at least not opposed to its best interests; and (c) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. 8.3 Advance for Expenses of Directors. Unless otherwise provided in the Articles of Incorporation, the corporation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding, if:
(a) The Director furnishes the corporation a written affirmation of the Director's good faith belief that the Director has met the standard of conduct described in Section 7.1; (b) The Director furnishes the corporation a written undertaking, executed personally or on the Director's behalf, to repay the advance if it is ultimately determined that the Director did not meet the standard of conduct; and 8.4 Indemnification of Officers, Agents, and Employees Who Are Not Directors. Unless otherwise provided in the Articles of Incorporation, the Board may indemnify and advance expenses to any officer, employee, or agent of the corporation, who is not a Director of the corporation, to any extent consistent with public policy, as determined by the general or specific action of the Board.
ARTICLE 9 ADDITIONAL OPERATIONAL RULES. 9.1 Operation in General. The corporation is organized exclusively for pleasure, recreation, and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Code. charitable, education, and scientific purposes, including, for such purposes, making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3) or corresponding sections of any future federal tax code, or for distribution to any entity, the distribution to which would further the corporation’s exempt purpose and not jeopardize its exempt status.
9.2 Non-Discrimination Policy. The corporation shall not adopt any written policies or practices that are discriminatory of any person on the basis of race, color or religion pursuant to Section 501(1) of the Code.
9.3 No Private Inurement. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation or Bylaws.
ARTICLE 10 AMENDMENTS 10.1 Amendments. These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by a two-thirds majority vote of sixty (60%) of corporation quorum. Written or printed notice stating the place, day, and hour of the meeting shall be delivered not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the officer or person calling the meeting, to each member at the member’s address as it appears on the corporation’s records.
ADOPTED this 17th day of January, 2019. Signature: Name: Title: