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BYLAWS OF AMISTAD MISSION
ARTICLE I NAME The name of the Corporation is AMISTAD MISSION. ARTICLE II OFFICES The principal office of the Corporation in the State of Alabama shall be located at 2018 Morris Avenue, Birmingham, Alabama 35203, in Jefferson County, Alabama or at such other place as shall be lawfully designated by the Board of Directors of the Corporation (the "Board"). The Corporation may have such other offices, either within or without the State of Alabama, as the Board may designate or as the affairs of the Corporation may require from time to time. ARTICLE III PURPOSES The purposes of this Corporation shall be as provided in its Articles of Incorporation (the "Articles"). The aims of this Corporation are to be carried out through any and all lawful activities, including others not specifically stated in the Articles but incidental to the stated aims and purposes, both directly and through contributions to any other corporation, trust, fund, or foundation whose purposes are religious, charitable, scientific, or educational; provided, that any such activity or contribution shall conform to any limitations or restrictions set forth in the Articles or which are imposed on corporations described in the Internal Revenue Code of 1986 (the "Code"), and the applicable regulations, contributions to which are deductible under section 170, or are exempt from tax pursuant to section 501(c)(3). This restriction as to activities or contributions shall apply under the authority of any amendment to the Articles, the Code, or sections 170 or 501(c)(3) of the Code, or a successor to the Code or sections 170 or 501(c)(3). ARTICLE IV DIRECTORS 4.1 General Power. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. 4.2 Qualifications. Directors must be natural persons who are of legal age, but need not be residents of the State of Alabama. The President and the Executive Director of the Asociacion Amistad shall serve as a member of the Board ex officio. [amended 12/12/96] 4.3 Number. The number of Directors, excluding any Directors serving ex officio, shall be eighteen (18). The number of Directors may be increased or decreased from time to time by amendment to these Bylaws, so long as the legal requirement is met that there be no fewer than three (3) Directors. No decrease in number shall have the effect of shortening the term of any incumbent Director. In considering the number of directors elected, any married couple may be elected as Director, but shall be deemed to occupy a single director’s position and shall be possessed with the power to cast a single vote. Any nonagreement between an elected director couple regarding the position for which a vote should be cast shall render their vote void and it shall be recorded by the Chairman as an abstention. [amended 2/7/92, 2/1/96, and 12/12/96] 4.4 Election. The election of Directors, except those Directors serving ex officio, shall be conducted at the regularly scheduled Board Meeting immediately before the annual meeting of the Directors. A majority vote of the Directors eligible to vote and voting at the meeting shall be necessary for election of a Director to the Board; except, when more than two (2) persons are candidates for the same Director's position, then the person receiving the plurality of votes shall be the elected Director. The Directors shall elect, from among their own number, a Chairman of the Board and a Vice Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board. The Vice Chairman of the Board shall fulfill the duties of the Chairman in his absence or other incapacity. [amended 1/22/93 and 10/27/98] 4.5 Term. The Directors are hereby divided into three classes known as Class A, Class B, and Class C Directors. Each class will consist, as nearly as may be, of one third of the number of Directors then in office. The Directors shall determine at the organizational meeting, by lot, in which class of Directors they will serve. The term of office of Class A shall expire at the first annual meeting following the organizational meeting. The term of office of Class B shall expire at the second annual meeting following the organizational meeting. The term of office of Class C shall expire at the third annual meeting following the organizational meeting. As vacancies occur by reason of expiration of terms, successor Directors shall be elected for terms of three (3) years. Directors shall be eligible to succeed themselves. Each Director shall hold office for the term to which he is elected and thereafter until his successor shall have been elected and qualified. 4.6 Vacancies in Board. A vacancy occurring in the Board for any reason need not be filled unless the remaining Directors are fewer in number than that required by law; any vacancy may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office or, if such vacancy occurs by reason of an increase in the number of Directors, for a term of office continuing only until the next election of Directors. 4.7 Resignation. Any Director may resign at any time by giving written notice to the President, the Secretary, or the Board. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance by the Board. 4.8 Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint an Executive Committee, consisting of two (2) or more Directors, and one or more other committees, consisting of two (2) or more Directors, and may delegate to any committee all the authority of the Board, except that no such committee shall have the authority of the Board in reference to: amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or Officer of the corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any action or resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by such committee. Other committees not having and exercising the authority of the Board in the management of the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which the quorum is present. The Board may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of the committee. Each committee, and each member of each committee, shall serve at the pleasure of the Board. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed by law. So far as applicable, the provisions of law and these Bylaws relating to the calling and conduct of meetings and any other activities of the Board shall likewise govern the Executive and other committees. ARTICLE V DIRECTOR MEETINGS 5.1 Meetings of Board and Committees. The Board shall hold an annual meeting within three (3) months of the close of each fiscal year. Unless a time is otherwise specified by resolution of the Board, the annual meeting shall be held on the last Friday in January of each year at 9:00 a.m. If notice of the meeting is given, such notice shall designate the meeting as an annual meeting. By resolution, the Board may establish the day and hour of any regular meeting of the Board to be held between annual meetings. Special meetings of the Board may be called at any time by the President, the Secretary, or any Director. 5.2 Place of Meetings. Meetings of the Board shall be held at any place, either within or without the State of Alabama, that the Board may from time to time appoint by resolution. If no such resolution is in force, the meeting shall be held at such other place as shall have been designated in the notice of the meeting. In the absence of such designation, the meeting shall be held at the principal office of the corporation. 5.3 Notice Requirements. Notice of annual and other regular meetings may, but need not, be given to any Director. Notice of any special meeting, setting forth the place, day, and hour of the meeting, shall be given to each Director, by any usual means of communication, not less than ten (10) days before the meeting. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the notice of such meeting. 5.4 Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice in writing, signed by the Director entitled to the notice, whether signed before of after the time stated in the waiver, shall be equivalent to the giving of such notice. 5.5 Quorum. At all meetings of the Board, one-third of the number of Directors fixed by these bylaws shall constitute a quorum for the transaction of business. The presence of a majority of the membership of a committee of the Board shall be required for the transaction of business. Except with respect to indemnification proceedings, common or interested Directors may always be counted in determining the presence of a quorum at a meeting of the Board which authorizes, approves, or ratifies a transaction of the Corporation. When a quorum is once present when a meeting is convened, the Directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed above, or the refusal of any Director present to vote. A meeting may be adjourned despite the absence of a quorum. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. 5.6 Voting. Each Director shall be entitled to one vote on each matter presented to the Board for a vote. The vote of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board. 5.7 Presumption of Assent. A Director who is present at a meeting of the Board shall be presumed to have concurred in any action taken at the meeting, unless his dissent to such action shall be entered in the minutes of the meeting, or unless he shall submit his written dissent to the person acting as the secretary of the meeting before the adjournment of the meeting, or shall deliver or send such dissent by registered or certified mail to the secretary of the Corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. A Director who is absent from a meeting of the Board at which such action is taken shall be presumed to have concurred in the action unless he shall deliver or send by registered or certified mail his dissent to such action to the secretary of the Corporation or shall cause such dissent to be filed with the minutes of the proceedings of the Board or committee within ten (10) days of the date of the meeting as which such action was taken. Any expression of dissent which is not registered at the time a vote is taken on any matter shall not act to alter the action taken by the Board on such matter. 5.8 Action by Consent. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the Directors. Such consent shall have the same force and effect as a unanimous vote of the Directors. 5.9 Telephone Meeting Allowed. Members of the Board may participate in meetings of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. ARTICLE VI COMPENSATION OF DIRECTORS Directors, as such, shall receive no compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe the procedure for approval and payment of such expenses by designated Officers of the Corporation. Nothing herein shall preclude a Director from serving the Corporation in any other capacity and receiving reasonable compensation for such services. The Corporation shall make no loans of money or property to any Director. ARTICLE VII OFFICERS 7.1 Titles of Officers. The Corporation shall have a President, a Vice President, a Secretary, a Treasurer, and such other Officers and Assistant Officers as may be deemed necessary by the Board. One person may be elected to more than one office, except that the offices of President and Secretary may not be held by the same person. [amended 2/1/96] 7.2 Election. All Officers shall be elected by the vote of a majority of the Board then in office. 7.3 Term of Office. The Officers of the Corporation shall be elected for terms of two (2) years and shall be eligible to succeed themselves. Each Officer shall hold office for the term to which he is elected and thereafter until his successor shall have been elected and qualified. 7.4 Removal. Any Officer may be removed by the vote of two-thirds (2/3) of the Board then in office whenever in the Board's judgment the best interests of the Corporation will be served thereby. 7.5 Duties. The duties of the Officers of the Corporation shall be as set forth in this paragraph and as may from time to time be established by the Board. (a) President. The President shall be the chief executive officer of the corporation. He shall have custody of the Treasurer's bond, if any is required [amended 1/22/93] (b) Vice President. The Vice President shall act in the stead of the President in the event of the absence or refusal or inability to act of the President. In the event that the office of President shall be vacant, the Vice President shall assume and discharge pro tempore the powers and duties of the President. (c) Treasurer and Assistant Treasurer. The Treasurer shall be the chief fiscal officer of the Corporation. He shall, when and if required by the Board, give bond for the faithful performance of the duties of his office in such form, in such sum, and with such sureties as the Board shall require. The Treasurer shall have responsibility for the care, custody, collection, and disbursement of the funds, securities, and valuable papers of the Corporation, except his own bond if any is required and except records and documents required by vote of the Board or by these Bylaws to be controlled by some other person. Subject to the direction and control of the President, he shall have general charge of the financial affairs of the Corporation The Treasurer shall as often as the Board shall direct, but at least annually, render or cause to be rendered a written account of the finances of the Corporation, which account shall become a part of the minutes of the meeting at which it was rendered. The Treasurer shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations and orders for the payment of money to the Corporation. He shall maintain books of account of Corporation financial matters, which shall be the property of the Corporation and open to inspection at all reasonable time by the Board and shall send all notices and conduct all correspondence relating to financial matters of the Corporation. The Board may elect an Assistant Treasurer who shall assist the Treasurer in the performance of the Treasurer’s duties and exercise so much of the authority of the Treasurer as the Treasurer shall deem to be in the best interest of the Corporation. If at any time the Treasurer is absent or unable to serve, all of the powers given to the Treasurer by these Bylaws shall inure to the President. The President may, within his discretion, delegate the performance of any, including all, of these duties and the exercise of the accompanying Treasurer's authority to the Assistant Treasurer or any other officer of the Corporation. [amended 1/22/93] (d) Secretary. The Secretary shall keep or cause to be kept in an easily accessible format a true and accurate record of the meetings of the Board. He shall ensure that such record is at all reasonable times available for inspection by any Officer or Director. He shall serve all notices as directed by these Bylaws or as directed by the proper Officers of the Corporation if not provided by these Bylaws. He shall deliver to the Board or the appropriate Officers any communications received by him. All books and records, other than fiscal records of the Corporation, shall be in the custody of the Secretary, including but not limited to the minute books, the Articles of Incorporation, and an attested copy of the Bylaws with marginal references to all amendments thereto. In the absence of the Secretary from any meeting, a Secretary pro tempore shall be appointed by the President to keep the minutes thereof. (e) Executive Director. [amended 1/25/91; deleted 2/1/96 ] ARTICLE VIII CONTRACTS, CHECKS, DEPOSITS AND FUNDS 8.1 Authorization. The Board may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or agent of the Corporation in such manner as shall from time to time be determined by resolution of the Board. 8.2 Funds. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be designated by any Officer or agent of the Corporation to whom such power may be delegated by the Board. 8.3 Acceptance of Gifts. The Board, or any Officer or agent of the Corporation to whom such authority may be delegated by the Board, may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. 8.4 Bond. At the direction of the Board, any Officer, employee, or agent of the Corporation shall be bonded. The expense of furnishing any such bond shall be paid by the Corporation. ARTICLE IX MISCELLANEOUS 9.1 Seal. The Corporation may have a corporate seal which may be altered at pleasure, but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect. 9.2 Fiscal Year. The fiscal year of the Corporation shall be as established by resolution of the Board. 9.3 Indemnification. The Corporation shall indemnify Officers, Directors, and other persons as permitted by Code of Alabama, 1975, section 10-3A-20(14), or any successor provision. ARTICLE X AMENDMENT These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board. The resulting Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles. Any amendment of the Articles inconsistent with these Bylaws shall operate to amend the Bylaws pro tanto, and those Bylaws or parts of Bylaws which merely summarize or restate the provisions of the Articles or the provisions of the Alabama Nonprofit Corporation Act or other law applicable to the Corporation shall be operative with respect to the Corporation only so far as they are descriptive of the applicable law and of the Articles as amended. CERTIFICATION I, __________________________, Secretary of Amistad Mission, hereby certify that these Bylaws are the current Bylaws of the Corporation, adopted January 26, 1990, and as amended on the dates indicated below the amended provisions. _________________________________ _______________________, Secretary _________________________________ DATE |
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