THE DUDLEY FOUNDATION, INC
4TH Revision, March 14, 2013 (in bold and italics)
ARTICLE I
CORPORATION NAME
The name of the Corporation shall be The Dudley Foundation, Inc
(the “Corporation”).
ARTICLE II
MEMBERSHIP
Section I, Membership
Membership shall be open to any interested person.
Section II, Renewal of Membership
All members shall renew annually and in such manner as may be determined by the Board of Directors.
ARTICLE III
MEETINGS AND ELECTION OF BOARD OF DIRECTORS
AND OFFICERS
Section I, Annual meeting
An annual meeting of this Corporation shall be held during the month of October each year, at which meeting the members shall elect the Board of Directors and transact such other business as may properly come before the meeting. Only members of record as of two (2) months prior to this meeting may vote in an election during said year. The annual meeting and other Board meetings will be held regularly as designated by the Board of Directors or upon a petition of 50% of the Directors to the President. Notice of the annual meeting shall be mailed to each member seven (7) days before the proposed meeting.
Section II, Nominating Committee
A Nominating Committee composed of members of the Board of Directors shall present a slate of officers to the Board of Directors at the annual meeting.
Section III, Election and Terms of Office
- The Nominating Committee recommendations for Directors and Officers
shall be reported to the membership not less than seven (7) days before the
annual meeting. Nomination from the floor will also be accepted.
- All officers will be elected at the annual meeting and will assume office at
the time of election. They will serve for one (1) year terms and when their
term or terms expire they will become ex-officio members of the Board of
Directors. Any vacancy or vacancies that occur between elections shall be
filled by appointment by the President and ratified by the Executive
Committee, except that in the case of a vacancy of the President, the
Executive Committee shall choose a replacement to fill the unexpired term.
- All members of the Board of Directors shall be elected for a term of three
(3) years at the annual meeting, except that at the first election of the Board,
one third shall be elected for one (1) year, one third for two (2) years, and
one third for three (2) years, and one third shall be elected annually
thereafter.
ARTICLE IV
OFFICERS
Section I, Powers and Duties
- The President shall preside at all meetings of the Board of Directors and the
Executive Committee. He shall prepare the agenda for all regular meetings.
He shall appoint the chairperson (and members-words deleted) of all non-
elected committees. The President shall be responsible for the functioning of
all committees.
- The Vice President shall, in the event of the absence of the President, perform the duties and exercise the powers of the President. Should the President’s position become vacant, the Vice President shall assume all duties and
responsibilities of the President until the vacancy is filled by the Executive
Committee.
- There shall be a Recording Secretary, and a Corresponding Secretary. The
Recording Secretary, or delegated person in the Recording Secretary’s
absence, shall attend, record the minutes, and give notice of all meetings of
the Corporation. The Corresponding Secretary shall attend to all of the
correspondence of the Corporation.
- There will be a Treasurer and an Assistant Treasurer who shall oversee the
accounts and general financial affairs of the Corporation. They shall report
regularly to the Board of Directors regarding the financial position of the
Corporation.
ARTICLE V
BOARD OF DIRECTORS
Section I, Directors
The affairs and business of the Corporation shall be managed by a Board of Directors, composed of nine (9) to thirteen (13) members, a majority of which shall be approved by the North Guilford Volunteer Fire Company, Inc.
Section II, Directors Meeting
Regular meetings of the Board of Directors shall be held immediately following the annual meeting, and as such other times as the Board may determine, but as least four (4) times per year. Special meetings of the Board may be called by the President at any time of upon a petition of 50% of the Directors.
Section III, Notice of Meetings
Notification of meetings shall be made to each director seven (7) days before the proposed meeting.
Section IV, Quorum
A majority of the directors shall constitute a quorum.
ARTICLE VI
COMMITTEES
Section I, Committees
There shall be standing committees and other committees that the Board of Directors will establish from time to time. Except as otherwise provided, the chairperson of all committees shall be appointed by the President for a term of one (1) year. The chairpersons of the respective committees will select the members thereof, who may include non-directors of the Corporation.
Section II, Nominating Committee
The Nominating Committee composed of three (3) members of the Board of Directors nominated and elected by the Board of Directors will serve until the next meeting. A Board member will act as chairperson of the Nominating Committee. The Nominating Committee shall actively seek from the Board of Directors recommendations for any of the officers or Board positions to be filled.
Section III, Executive Committee
- The Executive Committee shall consist of the officers: President, Vice
President, Treasurer, Secretary, and the immediate past President. The
President shall be chairperson of the committee. A majority of the
committee shall constitute a quorum.
- The Executive Committee shall:
- Be empowered to exercise the powers of the Board of Directors
when the Board is not in session. The Board may designate the
Executive Committee to carry out such functions, as it may deem
necessary.
- Take such action as may be necessary to consider urgent matters
when it shall be impractical to call a special meeting of the Board
of Directors.
- Report all actions taken by it as the next meeting of the Board of
Directors.
- Meet as the President deems necessary.
ARTICLE VII
AMENDMENTS
These by-laws may be amended, altered or repealed by a majority of all members of the Board of Directors at a meeting called for such purpose, the call which shall be by notice of the Secretary not less than one (1) week before said meeting.
ARTICLE VIII
RULES OF PROCEDURE
The conduct of all meetings of the Corporation, the Executive Committee, The Board of Directors, and all committees shall be in accordance with Robert’s Rules of Order.
ARTICLE IX
DISSOLUTION
In the event of dissolution, no profits shall proceed to any officer, shareholder, director or member of the organization. In the event of dissolution, the net assets after payment of debts will proceed to its founding organization, the “North Guilford Volunteer Fire Company, Inc.”. In the event the “North Guilford Volunteer Fire Company, Inc.” has been dissolved, the assets will proceed to the Town of Guilford, or one of the tax-exempt Guilford organizations dedicated to its preservation.
ARTICLE X
INDEMNIFICATION
Each of the persons who, at any time, serves or shall have served on the Board of Directors of the Dudley Foundation, Inc. shall be indemnified and reimbursed by the Corporation against and for any and all claims and liabilities to which he may be or
become subject by reason of such service and against and for any and all expenses
necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he is made a party by reason of such service, except in relation to matters as to which he shall be finally adjudged to be liable for gross negligence or for willful misconduct in the performance of his official duties. The provisions of this article shall not be deemed to exclude any other right or privileges to which such person may be entitled.
CERTIFICATION
The Dudley Foundation, Inc. Board of Directors revised these By-Laws March 14, 2013, approved by Board April 11, 2013