BYLAWS OF MISSION 1:27
1. Principal Office. The principal office of the corporation shall be located at 710 Market Street, Suite 36, Chapel Hill, North Carolina 27516, or at such other place as the Board of Directors may determine.
2. Other Offices. The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the corporation may require.
The objects and purposes for which the corporation is formed are set forth in the Articles of Incorporation.
1. General Powers. All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation shall be managed under the direction of, the Board of Directors, which shall be a self-perpetuating body.
2. Number, Term and Qualification. The Board of Directors shall consist of not less than three nor more than nine individuals, as fixed and elected from time to time by the Board of Directors at a regular or special meeting of the Board of Directors as provided herein. Each director shall hold office for a three-year term. There is no limit to the number terms a Director can be elected. Directors need not be residents of the State of North Carolina.
3. Removal. Any director may be removed with or without cause upon the vote of a majority of all of the directors of the corporation then in office.
4. Compensation. Directors shall not be compensated for their services as such, but the Board of Directors may provide for the payment of expenses incurred by directors in connection with the performance of their duties.
5. Chair. There may be a Chair of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chair shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
6. Committees. The Board of Directors, by resolution adopted by a majority of the number of directors then in office, may designate from among its members an Executive Committee and one or more other committees, each consisting of two or more directors, and each of which, to the extent provided in the resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the affairs of the corporation, except as to matters which are by law specifically excepted from the authority of such committees. Any such committee or any member thereof may be discharged by a majority of the directors present at a meeting at which a quorum is present, or by informal action by the Board of Directors as permitted by law or in these bylaws. By resolution adopted by a majority of the number of directors then in office, the Board of Directors may appoint such other boards and committees as it may from time to time deem appropriate, each such other board or committee to consist of one or more directors and one or more persons who are not directors, to serve at the pleasure of the Board of Directors, and to have such authority and perform such functions as may be specified from time to time by the Board of Directors.
7. Conflict of Interest Transactions.
A. Definition: “Conflict of interest transaction” means any transaction in which a director has a direct interest or an indirect interest. A director has a direct interest in a transaction if the director or a member of the director’s immediate family has either a material financial interest in the transaction or a relationship with the other parties to the transaction that might reasonably be expected to affect his or her judgment. A director has an indirect interest in a transaction if either (i) another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction or (ii) another entity of which the director is also a director or is an officer or trustee is a party to the transaction and the transaction is or should be considered by the Board of Directors of the corporation.
B. Special Requirements: A conflict of interest transaction is not voidable by the corporation solely because of a director’s interest in the transaction (1) if the material facts of the transaction and the director’s interest were disclosed or known to the Board of Directors or a committee of the Board and the Board or committee authorized, approved or ratified the transaction or (2) if the transaction was fair to the corporation.
C. Disclosure: A director who has a direct or indirect interest in any transaction presented to the Board of Directors or any committee of the Board shall disclose his or her interest.
D. Approval: A conflict of interest transaction must be authorized, approved or ratified by the affirmative vote of a majority of the directors (not less than two) (or by a majority of the members of the appropriate committee) who have no direct or indirect interest in the transaction and to whom the material facts of the transaction and of any director’s interest in the transaction were disclosed or known. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking such action. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken in accordance with this sub-part D.
Meetings of Directors
1. Regular Meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings.
2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair, the President, the Secretary or any director. Such meetings may be held within or without the State of North Carolina.
3. Notice of Meetings. Regular meetings of the Board of Directors will be held with at least ten days prior notice given by any usual means of communication, including e mail. Such notice need not specify the purpose for which the meeting is called. The person or persons calling a special meeting of the Board of Directors shall, at least ten days before the meeting, give notice thereof by any usual means of communication, including e-mail. Such notice need not specify the purpose for which the meeting is called.
4. Waiver of Notice. Any director may waive any required notice before or after the date and time stated in the notice. Attendance at or participation by a director in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
5. Quorum. A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
6. Manner of Acting. Except as otherwise provided by law, the Articles of Incorporation or these bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the directors then holding office shall be required to adopt, amend or repeal a bylaw.
7. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken shall be deemed to have assented to the action taken unless the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting, the director’s dissent or abstention from the action is entered in the minutes of the meeting, or the director files written notice of dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after the adjournment of the meeting. The right of dissent or abstention is not available to a director who voted in favor of the action taken.
8. Attendance by Telephone. The Board of Directors may permit any or all directors to 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.
9. Informal Action by Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if written consent to the action in question, describing the action taken, is signed by all the directors and filed with the minutes of the proceedings of the Board or filed with the corporate records, whether done before or after the action so taken. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date.
1. Number. The officers of the corporation shall consist of a Chair of the Board, a President, a Secretary & Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of Chair of the Board and Secretary and the offices of President and Secretary, but no officer may act in more than one capacity where action of two or more officers is required. The Chair of the Board shall be a Director of the corporation. It shall not be necessary for any other officer to be a Director of the corporation.
2. Election and Term. The officers of the corporation shall be elected by the Board of Directors at any regular or special meeting of the Board. Each officer shall hold office until death, resignation, retirement, removal, disqualification or until his or her successor is elected and qualified.
3. Removal. Any officer or agent of the corporation may be removed by the Board of Directors with or without cause.
4. Compensation. Officers of the corporation shall not be compensated for their services as such, but the Board of Directors may provide for the payment or reimbursement of reasonable expenses incurred in connection with the performance of their duties as officers of the corporation.
5. Chair of the Board. The Chair of the Board shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the overall management of the corporation according to these bylaws. The Chair of the Board shall, when present, preside at all meetings of the Board of Directors. The Chair of the Board may sign, with any other proper officers, any deeds, mortgages, bonds, contracts or other instruments which may lawfully by executed on behalf of the corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent; and, in general shall perform all duties incident to the office of the Chair of the Board and such other duties as may be prescribed by the Board of Directors from time to time.
6. President. The President shall, in the absence or disability of the Chair of the Board, perform the duties and exercise the powers of that office. In addition, the President shall be the chief operating officer of the corporation and, subject to the control of the Board of Directors and of the Chair of the Board, shall supervise and generally manage the corporation according to these bylaws. The President, in general, shall perform all duties as may be assigned by the Board of Directors or the Chair of the Board from time to time.
7. Vice Presidents. The Vice Presidents shall perform such duties as may be assigned to them, respectively, from time to time by the Chair of the Board, the President or the Board of Directors.
8. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and directors. The Secretary shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate records and books and of the corporate seal, and shall affix the corporate seal to any lawfully executed instruments requiring it. The Secretary shall sign such instruments as may require signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chair of the Board, the President or the Board of Directors.
9. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose. The Treasurer shall, in general, perform all duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the Chair of the Board, the President or the Board of Directors. The Board of Directors may from time to time designate one or more fiscal agents to perform all or any part of the duties of the Treasurer.
1. Extent. In addition to the indemnification otherwise provided by law, the corporation shall indemnify and hold harmless its directors and officers against liability and expenses, including reasonable attorneys’ fees, incurred in connection with any action, suit, proceeding or claim arising out of their status as directors or officers or their activities in any of such capacities or in any capacity in which any of them is or was serving, at the corporation’s request, in another corporation, partnership, joint venture, trust or other enterprise; provided, however, that the corporation shall not indemnify a director or officer against any liability or litigation expense that the director or officer may incur on account of activities that at the time taken were believed or known (or reasonably should have been known) by the director or officer to be clearly in conflict with the best interests of the corporation or if the director or officer received an improper personal benefit. The corporation shall also indemnify a director or officer for reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section 2 of this Article that the director or officer is entitled to indemnification.
2. Determination. Indemnification under Section 1 of this Article shall be paid by the corporation with respect to any action, suit, proceeding or claim only after a determination that the liability and/or litigation expenses for which indemnification is sought (a) were not incurred on account of activities which at the time taken were believed or known (or reasonably should have been known) by the person seeking indemnification to be clearly in conflict with the best interests of the corporation and (b) did not involve any transaction from which the person seeking indemnification derived an improper personal benefit. Such determination shall be made (i) by the affirmative vote of a majority (but not less than two) of the directors who were not
parties to the action, suit or proceeding or against whom the claim was not asserted (“disinterested directors”) even though less than a quorum, (ii) by independent legal counsel in a written opinion or (iii) by a court of competent jurisdiction.
3. Advanced Expenses. Expenses incurred by a director or officer in defending any action, suit, proceeding or claim may, upon approval of a majority (but not less than two) of the disinterested directors, even though less than a quorum, or, if there are less than two disinterested directors, upon unanimous approval of the Board of Directors, be paid by the corporation in advance of the final disposition of such action, suit, proceeding or claim upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that the director or officer is entitled to be indemnified against such expenses by the corporation.
4. Reliance and Consideration. Any director or officer who at any time after the adoption of this Article VI serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article VI. No amendment, modification or repeal of this Article VI shall adversely affect the right of any director or officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.
5. Insurance. The corporation may purchase and maintain insurance on behalf of its directors, officers, employees and agents and those persons who were serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of, or in some other capacity in, another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Article VI or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any director, officer, employee or agent made to or on behalf of a person entitled to indemnification under this Article VI shall relieve the corporation of its liability for indemnification provided for in this Article VI or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the corporation with respect to such payment.
1. Management of Corporate Funds. No funds received by donation, bequest or any other means shall be diverted from the use specified by the donor, testator or testatrix, unless said >use is contrary to or in conflict with the purposes of the corporation. No funds shall be used for any purpose other than to affect the purposes of the corporation.
2. Exempt Activities. Notwithstanding any other provision of these bylaws, no director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and its Regulations as they now exist, or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
3. Nonprofit Corporation. At all times, any actions taken by a director, officer, employee or representative of this corporation shall be made in compliance with the North Carolina Nonprofit Corporations Statute, Chapter 55A of the North Carolina General Statutes.
4. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall be from January 1 to December 31.
5. Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then in office given at any regular or a special meeting of the Board of Directors.
6. No Personal Liability. No member of the corporation and no director or officer of the corporation shall be liable or responsible for the debts or obligations of the corporation.
I, Patricia L. Smith, the duly elected, qualified and acting President of Mission 1:27, dohereby certify that the foregoing are the Bylaws of Mission 1:27, adopted by the Board of Directors by action taken as of Sunday, June 26, 2016.
Patricia L. Smith, President