BYLAWS OF
CANNONBOROUGH-ELLIOTBOROUGH NEIGHBORHOOD ASSOCIATION
a South Carolina Nonprofit Corporation
November 29, 2019
ARTICLE I
PURPOSE, OFFICES AND REGISTERED AGENT
Section 1.01 Purpose. The purpose of the Cannonborough-Elliotborough Neighborhood Association (the “Corporation”) is to organize the citizens in the Cannonborough-Elliotborough neighborhood in Charleston, South Carolina (the “Neighborhood”), to (i) review and comment on Neighborhood-oriented matters; (ii) facilitate meaningful communication among citizens, elected officials, city and county government and their subdivisions, and other entities like schools and churches located in the Neighborhood; (iii) actively promote neighborliness and create a sense of community in the Neighborhood; (iv) promote the welfare of the community; (v) raise the standards of the community; (vi) address crime prevention and safety concerns of the neighborhood; (vii) promote the upkeep of properties in the Neighborhood; (viii) promote beautification of the Neighborhood; (ix) evaluate and, when appropriate, promote development and redevelopment in the Neighborhood to ensure that is consistent with an integrated urban environment for all economic and social classes; and (x) do all things necessary or convenient, and not inconsistent with law, to further these goals.
The Corporation shall at all times be non-commercial, non-sectarian and non-partisan. The Corporation shall not use its own name or the names of any members individually or in their official capacities with the Corporation to further any commercial concern or partisan interest, or for any purpose not directly related to furthering the purpose of the Corporation.
Section 1.02 Principal Office. The Corporation shall maintain its Principal Office as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), in the City of Charleston, State of South Carolina, or such other place as designated from time to time by the Board of Directors for the principal executive offices of the Corporation (the “Principal Office”).
Section 1.03 Registered Office. The Corporation shall maintain a Registered Office as required by the Act at a location in the State of South Carolina designated by the Board of Directors from time to time (the “Registered Office”). In the absence of a contrary designation by the Board of Directors, the Registered Office of the Corporation shall be located at its Principal Office. The initial Registered Office shall be [insert Mark Gould’s home address].
Section 1.05 Registered Agent. The Corporation shall maintain a Registered Agent as required by the Act who shall have a business office at the Corporation’s Registered Office. The Registered Agent shall be designated by the Board of Directors from time to time to serve at its pleasure. In the absence of such designation the Registered Agent shall be the Corporation’s Secretary. The initial Registered Agent shall be Mark Gould.
Section 1.06 Filings. The Secretary of the Corporation shall cause the Corporation to maintain currently all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.
ARTICLE II
MEMBERS
Section 2.01 Criteria for Membership. Membership shall be open to all residents of the Neighborhood, including renters and property owners (whether individuals, businesses, churches, or other types of organization) within the area designated by the City of Charleston as the Cannonborough-Elliotborough Neighborhood, and generally having the following boundaries: the area bounded on the north by the Septima P. Clark Parkway (aka the Crosstown), on the south by Morris Street and Bee Street, on the east by King Street, and on the west by Lockwood Drive. All members of the Corporation (“Members”) must be eighteen (18) years or older. Any businesses, organizations and churches located within the Neighborhood shall also be encouraged to become involved with the Corporation.
Section 2.02 Procedures for Becoming a Member. Registration is a simple matter of providing proof of residency / operation of a business or organization within the boundaries of the Neighborhood. The Treasurer or Board of Directors, in the case of doubt, may require that a prospective Member provide one or more of the following: (i) a valid South Carolina Driver’s License or other valid government-issued identification; (ii) a deed, current rental agreement or lease, and/or utility bill with matching address; (iii) a business license; or (iv) other documentation deemed acceptable and appropriate at the discretion of the Board of Directors.
Registration may be completed at any time with the Treasurer, or through any of the Executive Officers. Registration at regularly scheduled monthly meetings must occur prior to the start of proceedings or after meeting has concluded. The Membership Register will be updated on an annual basis, and members may be removed from the Membership Register after a consecutive twelve (12) month absence or for failure to re-register.
Section 2.03 Consideration. The Corporation shall admit Members for no consideration.
Section 2.04 Dues. Members may elect either to make a voluntary contribution at any regular monthly meeting, or to make an annual voluntary dues payment of Fifteen Dollars ($15.00) per Member. The dues will be used as a contribution to the places where the Corporation meets and for other approved expenses of the Corporation, including but not limited to administrative expenses and routine business.
Section 2.05 Transfers. No Member may transfer a membership or any right arising therefrom.
Section 2.06 Annual and Regular Meetings. An annual meeting of Members shall be held once each calendar year during a time set aside for the June regular meeting and as provided below. In election years for the officers of the Corporation, such elections shall be held at the annual meeting. The annual meeting and regular meetings shall be held at the time and place designated by the President or the Board of Directors from time to time; provided, however, any notice changing the time or place of the meeting shall be effective only if timely received by the Members in accordance with Section 2.07 hereof. The meeting schedule shall be posted on the Corporation’s website (https://www.cenacharleston.org/) and the Corporation’s Facebook page, and signs may be posted in the neighborhood.
Unless the Act, these Bylaws, or the Corporation’s Articles of Incorporation (the “Articles”) require otherwise, notice of the annual meeting need not include a description of the purpose for which the meeting is called. Pursuant to Section 33-31-705(c)(2) of the Act as amended, notice of an annual or regular meeting at which the Members may approve the following shall include a description of such matter: (i) amending the Articles; (ii) amending the Bylaws; (iii) merging the Corporation; (iv) selling the Corporation’s assets other than in the regular course of activities; (v) dissolving the Corporation. Notice of such meeting shall be in accordance with Section 2.07 hereof. At each annual meeting of the Members, the President and Treasurer shall report on the activities and financial condition of the Corporation.
Section 2.07 Notice of Meetings, Waiver of Notice. Notice of all meetings of Members shall be given no fewer than ten (10) days, before the meeting date by notice shall be posted on the Corporation’s website (https://www.cenacharleston.org/) and the Corporation’s Facebook page, and signs may be posted in the neighborhood. Additionally, the Secretary shall send notice via email to all Members who have given their email address to the Secretary.
Such notice shall state the date, time, and place of the meeting and, if required by the Act or these Bylaws the purpose or purposes for which such meeting was called. A Member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting due to the lack of notice or improper notice.
Section 2.08 Quorum. Except as may otherwise be required by the Act or the Articles, at any meeting of Members the presence, in person or by proxy, of ten (10) or more Members shall constitute a quorum on that matter. In the absence of a quorum, a meeting may still be held, but no vote binding on the Members or the Corporation may be held.
Section 2.09 Transaction of Business. Business transacted at an annual or regular meeting of Members may include all such business as may properly come before the meeting; provided, however, business which, as set forth in the Act or these Bylaws, requires notice of, or waiver of notice by, the Members may only be transacted at an annual or regular meeting of Members if valid notice of such business is given to, or waived by, each Member in accordance with the Act or these Bylaws. There will be reserved time at each annual or regular meeting for motions from the floor notwithstanding that the matter moved is not on any such meeting agenda.
Section 2.10 Voting. Except as may otherwise be required by the Act or the Articles, and subject to the provisions concerning Members of record contained elsewhere in these Bylaws, a Member (or such Member’s proxy) present at a meeting of Members shall be entitled to votes as follows: (i) a Member that is a property owner resident will be allowed one (1) vote per resident of the household; (ii) a Member that is a business owner or operator will be allowed one (1) vote only with a designated individual for such business or organization (for the avoidance of doubt, partners, investors, agents, employees and/or those otherwise associated with the entity who have not been designated to vote for business will not be eligible to vote unless they meet the stated residency membership qualifications and are individually registered as Members); (iii) a Member that is a non-resident property owner will be allowed one (1) vote only with a designated individual for specified property(ies); and (iv) a Member that is a residential lessee or renter will be afforded (1) vote per resident of the unit provided each person has established proof of residency with the neighborhood. Notwithstanding the foregoing, no single individual will be allowed more than one (1) vote; for example, an individual may not be registered both as a resident and as a designated individual for a business or organization.
Section 2.11 Proxies. Unless the Articles provide otherwise, at all meetings of Members, a Member may vote in person or by proxy. A proxy must be in writing executed by the Member or by his duly authorized attorney in fact, and an email from a Member’s email address with a typed signature containing the Member’s first and last names shall constitute an “executed writing” for purposes of this provision. Such proxy shall be filed with the Secretary of the Corporation before or at the commencement of the meeting. The proxy may be given to any Officer of the Corporation in person or by email before or at the commencement of the meeting. Any Officer receiving a proxy shall, prior to the commencement of the meeting for which the proxy was given, deliver the proxy to the Secretary of the Corporation. Failure of an Officer to properly tender a received proxy shall not invalidate such proxy. An appointment of a proxy is effective when received by the Secretary or other Officer or agent authorized to tabulate votes. An appointment is valid for the meeting in which it is tendered. An appointment of a proxy is revoked by the person appointing the proxy (i) attending any meeting and voting in person, or (ii) signing and delivering to the Secretary or other Officer or agent authorized to tabulate votes for the Corporation either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
Section 2.12 Action. Approval of actions by Members shall be in accordance with the requirements of the Act, except to the extent otherwise provided by the Articles.
Section 2.13 Resignation of a Member. A Member may resign at any time.
Section 2.14 Corporation’s Purchase of Memberships. The Corporation shall not purchase any of its memberships or any right arising therefrom.
Section 2.15 Conduct of Meetings. The President shall preside at each meeting of Members. In the absence of the President, the Vice President shall preside at the meeting. If neither is available, the meeting shall be chaired by the Treasurer, and if the Treasurer is not present, then the Secretary. In the absence of all such designated Officers, the meeting shall be chaired by a Member chosen by the vote of a majority of the Members present in person or represented by proxy at the meeting and entitled to vote thereat. A person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.
Meetings shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE III
DIRECTORS
Section 3.01 Authority. The Board of Directors shall be responsible for ensuring that the actions of Organization are in accordance with the Articles of Incorporation and Bylaws. The Officers of the Corporation shall constitute the Board of Directors and shall serve on the Board for their term as an Officer.
Section 3.02 Qualification. All Directors shall be natural persons.
Section 3.03 Number. The number of Directors shall be equal to the number of Officers of the Corporation.
Section 3.04 Resignation of Directors. The resignation of an Officer as an Officer of the Corporation shall constitute that Officer’s concurrent resignation as a Director. A resignation is effective when the notice is effective unless the notice specifies a later date.
Section 3.05 Removal. Any Officer and Director elected by the Members may be removed from office, with or without cause, by a vote of Two-Thirds (2/3) of the Members of the Corporation at any meeting of the Members where there is a quorum.
Section 3.06 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be called and held for the purpose of annual organization, establishment or abolishing of committees, and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of Members, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting of the Board of Directors shall be held at such time (at any time prior to and not more than thirty (30) days after the annual meeting of Members) and place as may be specified in the notice of the meeting. The Board of Directors may by resolution provide for the holding of additional regular meetings without notice other than such resolution; provided, however, the resolution shall fix the dates, times, and places (which may be anywhere within or without the City of Charleston) for these regular meetings. Except as otherwise provided by law, any business may be transacted at any annual or regular meeting of the Board of Directors. Any Member may attend an annual, regular or special meeting of the Board of Directors; although any such Member attending may not speak or give any input whatsoever at the meeting. Notice of all meetings of the Board of Directors shall be posted on the Corporation’s website, and Facebook page.
Section 3.07 Special Meetings: Notice of Special Meeting. Special meetings of the Board of Directors may be called for any lawful purpose or purposes by the President, the presiding Officer of the Board of Directors, or at least twenty percent (20%) of the Directors then in office. The person calling a special meeting shall give, or cause to be given, to each Director at his business address or via email, notice of the date, time and place of the meeting by any means of communication acceptable under the Act not less than two (2) days prior thereto. An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner.
Written notice is correctly addressed to a Director if addressed to the Director’s business address shown in the Corporation’s current records. If the notice is given by electronic mail transmission, the notice shall be deemed delivered when the notice is transmitted to an electronic mail address designated by the Director. The notice of a special meeting shall describe the purpose of such special meeting. Any time or place fixed for a special meeting must permit participation in the meeting by means of telecommunications as authorized below.
Section 3.08 Waiver of Notice of Meetings. Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting. To be effective the waiver shall contain recitals sufficient to identify beyond reasonable doubt the meeting to which it applies. The recitals may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat. Recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional recitals creating a patent ambiguity as to its proper application. The attendance of a Director at a Director’s meeting shall constitute a waiver of notice of that meeting, except where the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Act, these Bylaws, or the Articles, objects to lack of notice and does not thereafter vote or assent to the objected action.
Section 3.09 Participation by Telecommunications. Any Director may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.
Section 3.10 Quorum. A majority of the Directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 3.11 Action. The Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of a majority of the Directors participating in a meeting at which a quorum is present, or the affirmative vote of a greater number of Directors where required by the Articles, these Bylaws, the Act, or otherwise by law.
Section 3.12 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) such Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting, (ii) the Director votes against the action and the vote is entered in the minutes of the meeting, (iii) the Director’s dissent or abstention for the action taken is entered in the minutes of the meeting, or (iv) the Director delivers written notice of dissent or abstention to the presiding Officer of the meeting before its adjournment or the Corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.
Section 3.13 Committees. The Board of Directors may from time to time by resolution, adopted in accordance with the Act, designate and delegate authority to one or more committees. Any such committee may be designated as a standing committee appointed annually or as a special committee for specific circumstances or transactions with a limited duration. The duties, constitution, and procedures of any committee shall be prescribed by the Board of Directors. Each committee shall be composed of a committee chairperson, appointed by the President in accordance with Section 4.02, and any active Member interested in serving on such committee. A committee may not authorize distributions; approve or recommend to Members dissolution, merger, or the sale, pledge, or transfer of all or substantially all the Corporation’s assets; elect, appoint, or remove Directors or fill vacancies on the Board or on any committee; or adopt, repeal, or amend the Articles or these Bylaws.
At the time of adoption of these Bylaws, the following standing committees are hereby authorized by the Board of Directors of the Corporation: (1) Crime Prevention and Safety Committee; (2) Traffic and Parking Committee; (3) Code Enforcement and Beautification Committee; (4) Parks, Playgrounds & Green-spaces Committee, and (5) Design and Economic Development Committee
Section 3.14 Committee Meetings. A majority of each committee’s active voting members shall constitute a quorum for the transaction of business by the committee, and each committee shall take action pursuant to resolutions adopted by a majority of the committee’s voting members participating in a meeting at which a quorum of the committee is present. The committee chair shall have discretion to determine whether a member is active. A grant of proxy authority is sufficient to fulfill attendance for a quorum. Special meetings of any committee may be called at any time by the Chairman of the committee. Except as otherwise provided in this section, the conduct of all meetings of any committee, including notice thereof, and the taking of any action by such committee, shall be governed by this Article.
Section 3.15 Compensation. Directors shall not receive compensation for serving as a member of the Corporation’s Board of Directors.
ARTICLE IV
OFFICERS
Section 4.01 In General. The Officers of the Corporation shall consist of a President, Vice President, Secretary, and a Treasurer. All Officers shall be elected by the Members and shall serve on the Board of Directors. Officers shall serve for a two (2) year term, and shall be permitted to serve two (2) terms in the same office; provided, however, that a person may serve as Secretary for so long as that person continues to be re-elected and fulfills the duties of the position. Each Officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time.
Section 4.02 President. The President shall be the principal representative and spokesperson of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation. The President shall whenever possible preside at all meetings of the Members and all meetings of the Board of Directors. The President shall set regular meetings of the Board of Directors. The President shall determine the agenda for meetings of the Members, in coordination with the Board of Directors, and shall provide monthly reports at the meetings of the Members. The President shall see that the resolutions of the Board of Directors and authorized committees thereof are put into effect. Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Directors or an authorized committee thereof, the President shall have full authority to execute on the Corporation’s behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other documents. The President shall also perform such other duties and may exercise such other powers as are incident to the office of president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, or an authorized committee thereof. The President shall appoint or dismiss the committee chairperson(s) in the best interests of the Corporation. The President shall act in the best interest of the Corporation, and represent the Members based on the general objectives and Purpose as set forth in these Bylaws.
Section 4.03 Vice President. Except as otherwise determined by the Board of Directors, the Vice President shall serve under the direction of the President. Except as otherwise provided herein, the Vice President shall perform such duties and may exercise such powers as are incident to the office of vice president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. In the absence, incapacity, or inability or refusal of the President to act, the Vice President shall assume the authority and perform the duties of the President.
Section 4.04 Secretary. Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President. The Secretary shall whenever possible attend all meetings of the Members and the Board of Directors, and whenever the Secretary cannot attend such meetings, such duty shall be delegated by the presiding Officer for such meeting to another officer. The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the Members or the Board of Directors (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose. The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings. The Secretary shall be the custodian of the Corporate seal and affix the seal to any document requiring it, and to attest thereto by signature. The Secretary may delegate the Secretary’s authority to affix the Corporation’s seal and attest thereto by signature to any Officer. The Board of Directors may give general authority to any other Officer or specified agent to affix the Corporation’s seal and to attest thereto by signature. Unless otherwise required by law, the affixing of the Corporation’s seal shall not be required to bind the Corporation under any documents duly executed by the Corporation and the use of the seal shall be at the discretion of the Corporation’s duly authorized signing Officers. The Secretary shall properly keep and file, or cause to be properly kept and filed under the Secretary’s supervision, all books, reports, statements, notices, waivers, proxies, tabulations, minutes, certificates, documents, records, lists, the Membership Register, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be. The Secretary may when requested, and shall when required, authenticate any records of the Corporation. Except to the extent otherwise required by the Act, the Secretary may maintain, or cause to be maintained, such items within or without the State of South Carolina at any reasonable place. In the event the Board of Directors designates and engages a transfer agent, as permitted by these Bylaws, such duties of keeping such Member records and the like accepted by such transfer agent shall be deemed delegated from the Secretary to such transfer agent, but such transfer agent shall be subject to supervision of the Secretary. The Secretary shall perform such other duties and may exercise such other powers as are incident to the office of secretary and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. The Secretary shall also assist the Treasurer in maintaining the Membership Register, and shall count the votes cast by Members at meetings of the Members.
Section 4.05 Treasurer. Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President. The Treasurer shall, under the direction of the President, keep safe custody of the Corporation’s funds and securities, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds, or cause the same to be done under the Treasurer’s supervision. The Treasurer shall collect membership dues, and shall reimburse the Officers for authorized expenses, upon submission of receipts or invoices. The Treasurer shall upon request report to the Board of Directors or Members on the financial condition of the Corporation, including but not limited to financial statements to be maintained and made available at every meeting of the Members and a full financial report at the Annual Meeting; the Treasurer shall provide the Secretary with a signed copy of any such Treasurer’s report. The Treasurer may be required by the Board of Directors at any time and from time to time to give such bond as the Board may determine. The Treasurer shall maintain a membership sign-in sheet of meetings of the Members, and such sign-in sheet shall be maintained as an official record at the close of meetings. The Treasurer shall perform such other duties and may exercise such other powers as are incident to the office of treasurer and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President.
Section 4.06 Vacancies. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Board of Directors, with the exception that in case a vacancy occurs in the office of President, Vice President shall serve.
Section 4.07 Salaries. No Officer shall receive a salary or other compensation by reason of the fact that such Officer is an Officer or also a Director of the Corporation.
ARTICLE V
INDEMNIFICATION
Section 5.01 Scope. the Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act. This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation, and may be modified or terminated by the Board of Directors only prospectively. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Members, insurance, provision of law, or otherwise, as well as their rights under this Article V.
Section 5.02 Indemnification Plan. The Board of Directors may from time to time adopt an Indemnification Plan implementing the rights granted in Section 5.01. This Indemnification Plan shall set forth in detail the mechanics of how the indemnification rights granted in Section 5.01 shall be exercised
Section 5.03 Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
ARTICLE VI
TRANSACTIONS
Section 6.01 Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 6.02 Loans. The Board of Directors may authorize any Officer or Officers, or agent or agents, to contract any indebtedness and grant evidence of indebtedness and collateral therefor in the name of an on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 6.03 Checks, Drafts, etc. All checks, drafts or 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 Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice-President of the Corporation.
Section 6.04 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 6.05 Gifts. The Board of Directors 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.
ARTICLE VII
RECORDS
Section 7.01 Forms of Records. When consistent with good business practices, any records of the Corporation may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.
Section 7.02 Corporate Records. the Corporation shall keep as permanent written records a copy of the minutes of all meetings of its Members and Board of Directors, a record of all actions taken by the Members or Directors without a meeting, and a record of all actions taken by committees of the Board of Directors. the Corporation shall maintain appropriate accounting records. the Corporation or its agent shall maintain a record of the name and address, in alphabetical order, of each Member.
The Corporation shall keep a copy of the following records at its Principal Office: (i) its articles or restated articles of incorporation and all amendments thereto currently in effect; (ii) its bylaws or restated bylaws and all amendments thereto currently in effect; (iii) resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of the Members or any class or category of Members; (iv) the minutes of all meetings of Members and records of all actions approved by the Members for the past three (3) years; (v) all written communications to Members generally within the past three (3) years, including financial statements furnished for the past three (3) years; (vi) a list of the names and business or home address of its current Directors and Officers; and (vii) the Corporation’s most recent report of each type required to be filed by the Corporation with the South Carolina Secretary of State.
Section 7.03 Inspection Rights. The Members shall have only such rights to inspect records of this Corporation to the extent, and according to the procedures and limitations, prescribed by the Act.
Section 7.04 Financial Statements. The corporation upon written demand from a Member shall furnish to the demanding party the Corporation’s latest annual financial statements. Such statements shall include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements also must be prepared on that basis. If the annual financial statements are reported upon by a public accountant, the accountant’s statement must accompany them.
If not, the statements must be accompanied by the statement of the President or person responsible for the Corporation’s financial accounting records (1) stating whether or not to the President or such person’s reasonable belief the financial statements were prepared on the basis of generally accepted accounting principles, and if not, describing the basis of preparation, and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
ARTICLE VIII
MISCELLANEOUS
Section 8.01 Fiscal Year. The fiscal year of the Corporation shall be established, and may be altered, by resolution of the Board of Directors from time to time as the Board deems advisable.
Section 8.02 Seal. The seal of the Corporation shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, State of South Carolina.”
Section 8.03 Amendments. Subject to the Act and the Articles, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds affirmative vote of the Members; provided, however, that at least twelve (12) Members vote in favor of such Amendment. All proposed Amendments must be presented to the Members at the preceding meeting.
Section 8.04 Severability. If any provision of these Bylaws or the application thereof to any person or circumstances shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent permitted by law as determined by such court, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with and enforced to the greatest extent permitted by law.
Section 8.05 Usage. In construing these Bylaws, feminine or neuter pronouns shall be substituted for masculine forms and vice versa, and plural terms shall be substituted for singular forms and vice versa, in any place in which the context so requires. The section and paragraph headings contained in these Bylaws are for reference purposes only and shall not affect in any way the meaning or interpretation of these Bylaws. Terms such as “hereof”, “hereunder”, “hereto”, and words of similar import shall refer to these Bylaws in the entirety and all references to “Articles”, “Paragraphs”, “Sections”, and similar cross references shall refer to specified portions of these Bylaws, unless the context clearly requires otherwise. Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act. All references to statutory provisions shall be deemed to include corresponding sections of succeeding law.
Section 8.06 Conflict Between Bylaws, Articles and the Act. The Articles and the Act (as either may be amended from time to time) are incorporated herein by reference. Any conflict between the terms of these Bylaws, the Articles, or the Act shall be resolved in the following order: (1) the Act; (2) the Articles; and (3) these Bylaws.
The foregoing is certified to be the true and complete Bylaws of the Corporation as adopted by the Board of Directors on November ____, 2019.
Secretary: : (Corporate Seal)