ARTICLE ONE
Name and Offices
1.1 Name. The name of this organization shall be “CIDREP SICKKIDS FOUNDATION, INC.”. (hereinafter referred to as the "Corporation").
1.2 Registered Office and Agent. The Corporation shall maintain a registered office in the State of Georgia and shall have a registered agent whose address is the same as the address of the registered office.
1.3 Other Offices. The Corporation may also have offices at such other places both within and without the State of Georgia as the Board of Directors may from time to time determine and the business of the Corporation may require or make desirable. The Board of Directors may designate any of the Corporation’s offices as the principal office.
ARTICLE TWO
Purposes, Objectives, and Governing Instruments
2.1 Nonprofit Corporation. The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the Georgia Nonprofit Corporation Code.
2.2 Governing Instruments. The Corporation shall be governed by its articles of incorporation and its bylaws.
2.3 Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Corporation, as set forth in the articles of incorporation, are exclusively charitable, educational, and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law ("Section 501(c)(3)")). In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes of the Corporation, as set forth in the articles of incorporation and these bylaws, including all power and authority granted by the Georgia Nonprofit Corporation Code within and subject to the limitations of Section 501(c)(3).
ARTICLE THREE
Board of Directors
3.1 Authority and Responsibility of the Board of Directors.
(a) All corporate powers of the Corporation conferred by the articles of incorporation, these bylaws, the Georgia Nonprofit Corporation Code, or otherwise, shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.
(b) By majority vote of the Directors then in office, the Board of Directors may adopt such rules and regulations for the conduct of its business and the business and affairs of the Corporation as the Board deems advisable, and may, in the execution of its powers, delegate certain of its authority and responsibility to, or seek advice from, one or more committees as provided in Article Seven below.
(c) The Board of Directors shall not permit any part of the net earnings, capital, or other property of the Corporation to inure to the benefit of any director, officer, or other individual. However, the Corporation may employ such person or persons, including officers, attorneys, agents, and assistants, as it deems necessary or desirable for the administration and management of the Corporation, and may pay reasonable compensation for the services performed and expenses incurred by any such person.
3.2 Number. The Board of Directors may fix the number of directors and their qualifications by resolution adopted from time to time by a majority of all directors then in office.
3.3 Manner of Election and Term of Office. The directors shall be elected annually by the Board of Directors of the Corporation by a vote of the directors as provided in Article Four of these bylaws.
Each director so elected shall take office as of the close of the meeting at which such director is elected and shall continue in office for one year and until such director's successor has been elected and qualified or until such director's earlier death, resignation, retirement, disqualification, or removal.
There shall be no limitation on the number of successive terms of office for which a director may serve. An incumbent director's term of office shall not be shortened by a decrease in the number of directors or a shortening of the term of office for directors.
3.4 Resignation. Any director may resign at any time by written notice to the President or Secretary. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then upon receipt. A resignation need not be accepted to be effective.
3.5 Removal. Any director may be removed with or without cause at any regular or special meeting of the Board of Directors, by the affirmative vote of a majority of directors then in office if notice of the purpose of acting upon such removal shall have been given in the notice calling such meeting. A removed director's successor may be elected at the same meeting to serve the unexpired term.
3.6 Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled for the unexpired term at any meeting of the Board of Directors by a majority of the directors remaining in office. Each director so elected shall hold office until the election and qualification of such director's successor.
3.7 Compensation. No director of the Corporation shall receive, directly or indirectly, any salary, compensation, or emolument from the Corporation in any capacity, unless authorized by the concurring vote of majority of all directors then in office or (notwithstanding any quorum requirement of these bylaws) by the concurring vote of all disinterested directors.
ARTICLE FOUR
Meetings and Action of the Board of Directors
4.1 Place of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Georgia as set forth in the notice calling such meeting or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Corporation.
4.2 Regular Meetings; Notice. Regular meetings of the Board of Directors may be held from time to time at such times and places as the Board of Directors may designate by resolution, without notice of the date, time, place, and purpose of the meeting.
4.3 Special Meetings; Notice. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors in office at that time. Unless waived as contemplated in Section 5.2 of these bylaws, notice of the date, time, place, but not the purpose, of any special meeting of the Board of Directors shall be given by the Secretary, in accordance with Section 5.1 of these bylaws, at least forty-eight (48) hours before such meeting.
4.4 Waiver. Waiver of notice of all meetings of the Board of Directors shall be governed by Section 5.2 of these bylaws.
4.5 Quorum. At meetings of the Board of Directors, a majority of the directors then in office (but not less than one-third of the number of directors prescribed by Section 3.2 of these bylaws) shall be necessary to constitute a quorum for the transaction of business.
4.6 Vote Required for Action. Except as otherwise provided in these bylaws, the act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. Adoption, amendment, and repeal of a bylaw is provided for in Article 12 of these bylaws. Vacancies in the Board of Directors may be filled as provided in Section 3.6 of these bylaws.
4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by not less than a majority of directors then in office. Such consent shall have the same force and effect as an affirmative vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book.
4.8 Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other during the meeting. Participation in such a meeting shall constitute presence in person at the meeting, except where a director participates in the meeting and, at the beginning of the meeting or promptly upon beginning participation, objects to holding the meeting or transacting business at the meeting and does not subsequently vote for or assent to any action taken at the meeting.
4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at a meeting which was adjourned.
ARTICLE FIVE
Notice and Waiver
5.1 Procedure. Whenever these bylaws require notice to be given to any director, the notice shall be given in accordance with this Section 5.1. Notice shall be in writing unless oral notice is reasonable under the circumstances. Notice may be communicated in person; by telephone, telegraph, teletype, facsimile telecopy, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication. Written notice, if in a comprehensible form, is effective at the earliest of the following:
(1) When received or when delivered, properly addressed, to the addressee's last known principal place of business or residence;
(2) Five days after its deposit in the mail, as evidenced by the postmark, if mailed with first-class postage prepaid and correctly addressed; or
(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
5.2 Waiver. A director may waive any notice before or after the date and time stated in the notice. Except as provided in this Section 5.2, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A director's attendance at or participation in a meeting waives any required notice to that director of the meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
ARTICLE SIX
Officers
6.1 Number and Qualifications. The officers of the Corporation shall consist of a President, one (1) or more Vice-Presidents, as determined by the Board of Directors, a Secretary, and a Treasurer. The Board of Directors may from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a President, a Secretary, and a Treasurer. Any two (2) or more offices may be held by the same person.
6.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board of Directors and shall serve for terms of one (1) year and until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification.
6.3 Other Agents. The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the Board and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
6.4 Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause.
6.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.
6.6 President. The President shall be the principal executive officer of the Corporation, shall preside at all meetings of the Board of Directors, and shall serve as a voting member of the executive committee of the Board of Directors and as a voting member, ex officio, of any and all other committees of directors. The President shall be authorized to enter into any contract or agreement on behalf of the Corporation and to execute in the corporate name any instrument or other writing. The President shall see that all orders and resolutions of the Board of Directors are carried into effect, shall supervise and direct the management and operation of the Corporation in the absence of an executive director, and shall make all decisions as to policy which may arise between meetings of the Board of Directors. The other officers and employees of the Corporation shall be under the President's supervision and control during such interim. The President shall perform these and such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.
6.7 Vice Presidents. The Vice-Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe, or as the President may from time to time delegate.
6.8 Executive Director. The Corporation may, subject to approval by the Board of Directors, have an executive director.
(a) The executive director, subject to the control of the Board of Directors and of the President, shall be the principal administrative officer of the Corporation. Under the direction of the Board of Directors, the executive director shall supervise and have general charge of all operating functions and activities of the Corporation and shall be charged with carrying out the policies, programs, orders, and resolutions of the Board of Directors.
(b) The executive director may employ, discharge and supervise, and determine the compensation of, non-officer employees of the Corporation.
(c) The executive director shall perform such other duties and shall have such other authority and powers as the Board of Directors may from time to time prescribe, shall keep the Board of Directors, officers and committees of the Corporation fully informed as to the business and affairs of the Corporation and shall consult freely with them concerning its business and affairs.
6.9 Secretary.
(a) The Secretary shall attend all meetings of the Board of Directors, shall record all votes, actions and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the executive and other committees when required.
(b) The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors.
(c) The secretary shall, for the purpose of authenticating records of the Corporation, keep in safe custody and seal of the Corporation and, when authorized by the Board of Directors or the President, affix the seal to any corporate instrument. When so affixed, the seal shall be attested by the Secretary's signature or by the signature of the Treasurer or an Assistant Secretary.
(d) The Secretary shall be under the supervision of the President. The Secretary shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe, or as the President may from time to time delegate.
6.10 Assistant Secretaries. The Assistant Secretaries in the order of their seniority, unless otherwise determined by the President or by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and have the authority and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe, or as the President may from time to time delegate.
6.11 Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit all monies and other valuables in the name and to the credit of the Corporation into depositories designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, and shall prepare financial statements at such intervals as the Board of Directors shall direct. The Treasurer shall also be authorized to sign checks, drafts, and other orders for the payment of money.
(c) If required by the Board of Directors, the Treasurer shall give the Corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board) for the faithful performance of the duties of Treasurer and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.
(d) The Treasurer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe, or as the President may from time to time delegate.
6.12 Assistant Treasurers. The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe, or as the President may from time to time delegate.
ARTICLE SEVEN
Committees of Directors
7.1 Executive Committee. By resolution adopted by a majority of the directors then in office, the Board of Directors may designate from among its members an executive committee, which shall consist of two (2) or more directors, including the President. The executive committee, to the extent provided in such resolution, shall have and exercise all authority of the Board of Directors in the management of the affairs of the Corporation; provided, however, no committee may authorize distributions; approve dissolution, merger or sale, pledge or transfer of all or substantially all of the Corporation's assets; elect, appoint or remove directors or fill vacancies on the Board of Directors or on any of its committees; or adopt, amend or repeal the articles of incorporation or the bylaws of the Corporation.
7.2 Other Committees. The Board of Directors may authorize the appointment of other committees having such authority of the Board of Directors in the management of the Corporation as is set forth by resolution adopted by a majority of directors present at a meeting at which a quorum is present. Each committee so designated shall consist of one (1) or more current directors and may include one (1) or more former members of the Board of Directors of the Corporation. Such former directors shall be full voting members of such committee and, to the same extent as current directors, shall be subject to all applicable provisions of the Georgia Nonprofit Corporation Code, the articles of incorporation, and these bylaws. Except as otherwise provided in such resolution, members of each such committee and the chair of such committee shall be appointed by the President of the Corporation.
7.3 Advisory Committees. The Board of Directors may provide for such other advisory committees, consisting in whole or in part of persons who are not directors of the Corporation, as it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Directors; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the Corporation or these bylaws, as the Board of Directors may prescribe. Appointments to, and the chair of, any such advisory committees shall be made by the President, unless the Board of Directors otherwise provides.
7.4 Term of Appointment. Each member of a committee shall serve at the pleasure of the Board of Directors.
7.5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
7.6 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
7.7 Rules. Each committee may adopt rules for its own government, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE EIGHT
Contracts, Checks, Deposits, and Funds
8.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority must be in writing and may be general or confined to specific instances.
8.2 Checks, Drafts, Notes, Etc. 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 officers, agent or agents, of the Corporation and in such other manner as may 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 or an Assistant Treasurer and countersigned by the President or a Vice-President.
8.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such federally-insured banks, trust companies, or other depositories as the Board of Directors may select.
8.4 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 NINE
Distributions and Disbursements
9.1 Distributions and Disbursements. The Board of Directors, not less frequently than annually, shall (a) determine all distributions to be made from net income and capital of the Corporation (including funds held by trustees, custodians, or agents of the Corporation) pursuant to provisions of the articles of incorporation, these bylaws, and the donors' directions, if and to the extent applicable; (b) make, or authorize and direct the respective trustees, custodians, or agents having custody of funds of the Corporation to make, payments to organizations or persons to whom payments are to be made, in such amounts and at such times and with such accompanying restrictions, if any, as it deems necessary to assure use for the purposes and in the manner intended; and, (c) determine all disbursements to be made for administrative expenses incurred by the Corporation and direct the respective trustees, custodians, or agents having custody of funds of the Corporation as to the payments and funds to be charged.
9.2 Vote Required for Determinations. All determinations under Section 9.1 shall be made by the affirmative vote of a majority of directors present at a meeting duly called at which a quorum is present, unless otherwise expressly provided in these bylaws or by direction of any donor as a condition of the gift.
9.3 Distribution of Principal. Determinations may be made to distribute capital from funds given without directions as to principal or income, as well as pursuant to directions expressly permitting use of principal; but the Board of Directors shall inform the trustee, custodian, or agent having custody of the funds of the Corporation as far in advance as the Board of Directors deems practicable in order to permit the trustee, custodian, or agent to adjust its investment policies accordingly, and may, upon advice from the trustee, custodian, or agent as to how the desired distribution and any necessary liquidation of investment can be accomplished most economically, adjust its directions for distributions so far as it deems practicable.
9.4 Determination of Effective Agencies and Means for Carrying Out the Purposes of the Corporation. The Board of Directors shall gather and analyze facts and conduct such investigation and research as from time to time it deems necessary or desirable in order to determine the most effective agencies and means for carrying out the purposes and functions of the Corporation, and may direct disbursements for such fact gathering and analysis, investigation, and research from funds given for such purposes or from funds given without designation as to purpose.
9.5 Furtherance of Charitable Purposes. In furtherance of the charitable purposes and functions of the Corporation, and subject to the provisions of Section 501(c)(3), the Board of Directors may direct distributions to such persons, organizations, governments, or governmental agencies as in the opinion of the Board of Directors can best carry out such purposes and functions or help create new qualified charitable organizations to carry out such purposes and functions.
ARTICLE TEN
Indemnification and Insurance
10.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement), reasonably incurred by such person in connection with such action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee, or agent of another Corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in the Georgia Nonprofit Corporation Code; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.
10.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 10.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
10.3 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee, or agent of another Corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise.
ARTICLE ELEVEN
Miscellaneous
11.1 Books and Records. The Corporation shall maintain books and records of account and minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, executed consents evidencing all actions taken by the Board of Directors without a meeting, and waivers of notice of all meetings of the Board of Directors and its committees. In addition, the Corporation shall keep copies of all records required to be kept under Georgia law.
11.2 Corporate Seal. The corporate seal, (of which there may be one or more exemplars) may be in such form as the Board of Directors may from time to time determine.
11.3 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the year from time to time as it deems appropriate.
11.4 Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions of any applicable future United States Internal Revenue Law.
11.5 Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the articles of incorporation.
ARTICLE TWELVE
Amendments
12.1 Power to Amend Bylaws. The Board of Directors shall have the power to alter, amend or repeal these bylaws and to adopt new bylaws.
12.2 Conditions. Action by the Board of Directors with respect to bylaws shall be taken by the affirmative vote of a majority of the directors then in office.
ARTICLE THIRTEEN
Tax-Exempt Status
13.1 Tax-Exempt Status. The affairs of the Corporation at all times shall be conducted in such a manner as to assure the Corporation's status as an organization qualifying for exemption from tax pursuant to Section 501(c)(3).