The Denton George Brown Foundation
BYLAWS
These Bylaws shall regulate the affairs of the Corporation, subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, T.C.A. § 48-51-101, et seq. (the “Act”).
ARTICLE I
NAME; PURPOSE
Section 1. The corporation shall be called The Denton George Brown Foundation.
Section 2. This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; and generally to engage in any other lawful endeavor or activity in furtherance of any of the forgoing purposes.
The purpose of this corporation is:
· To provide encouragement and comfort through educational resources, and grief support to families in rural communities who have experienced the devastating loss of an infant to SIDS (Sudden Infant Death Syndrome) or SUID (Sudden Unexplained Infant Death). The Denton George Brown Foundation will also provide financial assistance to agricultural and educational projects, which will benefit individuals/families/groups in rural communities. Priority will be given to individuals/families/groups who have experienced devastating illnesses/loss, or tragedies. An appreciation for agriculture, education, and rural lifestyles would have been instilled in Denton. The foundation will also financially support an annual scholarship.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers and Qualifications. All corporate powers of the Corporation shall be exercised by and under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directions. All Directors must be natural persons and shall be at least eighteen (18) years of age, but need not be residents of this State. The Board of Directors shall be responsible for filling vacancies in offices deemed necessary to the function of the Board of Directors.
Section 2. Number of Directors. The Board of Directors shall be comprised of four (4) Directors, but these Bylaws may be amended from time to time to increase or decrease the number of Directors within the limits allowed by law, although at no time shall there be fewer than three (3) Directors.
Section 3. Election and Tenure. The initial Directors shall be elected for a one-year term of office; thereafter, all other Directors shall be elected for a three-year term of office, by the majority vote of the Board of Directors at any meeting of the Board of Directors. Each Director shall hold office until the expiration of the term for which he or she is elected, and thereafter until his or her successor has been elected and qualified. Directors may succeed themselves.
Section 3. Regular Meetings. The Board of Directors may meet at such places and times as shall be fixed by consent of its members. There shall be an annual meeting on the second Tuesday in February of each year.
Section 4. Special Meetings. The President shall have the authority to call special meetings of the Board of Directors on one (1) day’s notice to each member of the Board of Directors. It shall be the duty of the President to call special meetings whenever two (2) members of its Board of Directors shall request him or her to do so. In the event a meeting is called to remove a Director or to approve a matter that would require approval by the members of the Corporation if the Corporation had members, such meeting shall be preceded by at least seven (7) days’ written notice to each Director that the matter will be voted upon at a therein specified meeting of the Board of Directors, unless such notice is waived pursuant to Article II, Section 6 or Article XI, Section 4, below.
Section 5. Quorum/Voting. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed thirty (30) days in any one adjournment. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the board, unless the vote of a greater number is required by the charter, these bylaws, or by the laws of the state of incorporation.
Section 6. Waiver of Notice of Meeting. If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon 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.
Section 7. Committees. The Board of Directors, by a resolution adopted by a majority of its members, may designate an executive committee, consisting of two or more Directors, and other committees, consisting of two or more persons, who may or may not be Directors, and may delegate to such committee or committees any and all such authority as it deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the Board of Directors in the management of the affairs and property of the Corporation.
ARTICLE III
OFFICERS
Section 1. The Corporation shall have a president, a secretary, and such other Officers as the Board of Directors shall from time to time deem necessary. Any two or more offices may be held by the same person, except for the offices of president and secretary.
Section 2. The Officers shall be elected by the Board and shall serve for a period of one (1) year. Officers shall be allowed to succeed themselves.
Section 3. All Officers shall have the authority and perform such duties in the management of the Corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.
ARTICLE IV
RESIGNATIONS AND VACANCIES
Section 1. Any Officer or Director may resign at any time by giving written notice to the chairman of the board, the president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its acceptance by the Board of Directors.
Section 2. Any Officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby.
Section 3. Any or all of the Directors may be removed either with or without cause by a majority vote of the entire board.
Section 4. Newly created Directorships resulting from an increase in the number of Directors, and vacancies occurring in any office or Directorship for any reason, including removal of an Officer or Director, may be filled by the vote of a majority of the Directors remaining in office, even if less than a quorum exists.
ARTICLE V
ACTION BY CONSENT
Whenever the Directors are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all persons or entities entitled to vote thereon. Such consents shall be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records. Electronic signatures are acceptable.
ARTICLE VI
AMENDMENT OF BYLAWS
These Bylaws may be amended, added to, or repealed by a majority vote of the Board of Directors.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director and Officer or his or her executors, administrators or other legal representatives, shall be indemnified and be advanced expenses by the Corporation, with respect to claims or liabilities arising out of service as a Director or Officer of the Corporation, to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.
ARTICLE VIII
IMMUNITY
To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director and officer (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.
ARTICLE IX
RECORDS AND REPORTS
Section 1. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, and record of all actions taken by the Board of Directors without a meeting, and appropriate accounting records.
Section 2. Records at Principal Office. The Corporation shall keep at all times a copy of the following records at its principal office:
(a) Its Charter or Restated Charter and all amendments thereto;
(b) These Bylaws and all amendments thereto;
(c) A list of the names and business or home addresses of its current Directors and Officers; and
(d) The most recent annual report delivered to the Tennessee Secretary of State.
Section 3. Annual Financial Statements. The Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Tennessee Nonprofit Corporation Act.
ARTICLE X
EXEMPTION REQUIREMENTS
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its directors, members, trustees, officers, or other private persons, except that organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding section of any future tax code.
4. Upon dissolution, after all creditors of the Corporation have been paid, its assets shall be distributed to one or more organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for exclusively public purposes.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year for the Corporation shall begin on January 1 and end on December 31 of each year.
Section 2. No Seal. The Corporation shall have no seal.
Section 3. Notices. Whenever notice is required to be given to Directors or Officers, unless otherwise provided by law, the Charter or these Bylaws, such notice may be given in person, or by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier. If notice is given hereunder by mail, it shall be sent postage prepaid by first class United States mail, or by registered or certified United States mail, return receipt requested, and addressed to the respective address that appears for each such person on the books of the Corporation. Written notice shall be deemed to have been given at the earliest of the following;
(a) When received;
(b) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid; or
(c) On the date on the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.
Section 4. Waiver of Notice. Whenever any notice is required under the provisions of any statute, or of the Charter or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.
Section 5. Negotiable Instruments. All checks, drafts, notes or other obligations of the Corporation shall be signed by such of the officers of the Corporation, or by such other persons as may be authorized by the Board of Directors.
Section 6. Deposits. The monies of the Corporation may be deposited in the name of the Corporation in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors.
CERTIFICATION
I certify that these bylaws were adopted at a special meeting of the Corporation held on the __13____ day of ___July______, 2009.
Christine R. Brown
INCORPORATOR
