BYLAWS OF ___________, INC.
a Georgia Nonprofit Corporation
Article I. Offices
1.01 Business Office. The corporation's principal office shall be located either within or outside of Georgia. The corporation's most current Annual Report, filed with the Georgia Secretary of State, shall identify the location of the principal office. The corporation may have other offices, either within or outside of Georgia. The board of directors may designate the location of these other offices. The secretary of the corporation shall maintain a copy of the records required by section 2.1 of Article II at the principal office.
1.02 Registered Office. The corporation's registered office shall be located within Georgia at the address of the corporation's registered agent. The location of the registered office may be, but need not be, identical with that of the principal office if the latter is located within Georgia. The board of directors may change the registered agent and the address of the registered office from time to time, upon filing the appropriate statement with the Secretary of State.
Article II. Records
2.01 Corporate Records
(a) Minutes and Accounting Records. The corporation shall keep a permanent record of the minutes of all meetings of its board of directors, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by a committee of the board of directors acting in place of the board and on behalf of the corporation. The corporation shall maintain appropriate accounting records.
(b) Form. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(c) Other Records. The corporation shall keep a copy of the following records at its principal office or at a location from which the records may be recovered within 2 business days:
Article III. Board of Directors
3.01 General Powers. All corporate powers shall be exercised by or under the authority of the board of directors. The business and affairs of the corporation shall be managed under the direction of the board of directors.
3.02 Number, Tenure, and Qualifications of Directors. The authorized number of directors shall be not less than seven (7) or more than thirteen (13), until changed by a duly adopted amendment to these bylaws. Each director shall have one vote on any matter that comes before the board. Directors shall serve staggered three (3) year terms, determined by lot, and shall be elected at the annual business meeting of the board of directors. Each director shall hold office for their specified term, or until removed in accordance with section 3.3. However, if the director's term expires, the director shall continue to serve until the board of directors has elected and qualified a successor or until there is a decrease in the number of directors. Directors need not be residents of Georgia.
3.03 Removal of Directors. A director may be removed, with or without cause, if a majority of the directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all directors that a purpose of the meeting is removal.
3.04 Board of Director Vacancies. If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the directors shall fill the vacancy.
(a) If the directors remaining in office constitute fewer than a quorum of the board, they shall fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If a director resigns effective at a specific later date, the directors may fill the vacancy, before the vacancy occurs, but the new director may not take office until the vacancy actually occurs.
3.05 Ex‑officio Members of the Board. The officers and executive directors or managers of the corporation shall serve as non‑voting, ex‑officio members of the board. They are members by virtue of their office. Each ex‑officio member officer or director may attend board meetings and participate in discussion; however, each ex‑officio member shall be entitled to one vote only if the individual is a regularly elected or appointed board member.
3.06 Regular Meetings of the Board of Directors. The board of directors shall hold a regular meeting at least once per quarter. One of these quarterly meetings shall be designated as the board's annual business meeting, for the purpose of electing directors. The board of directors may provide, by resolution, the date, time and place (which shall be within the county where the company's principal office is located) of additional regular meetings. Regular board of director meetings may be held by conference telephone, if convened in accordance with section 3.8.
3.07 Special Meetings of the Board of Directors. The presiding officer of the board, the president, or 20% of the directors then in office may call and give notice of special meetings of the board of directors. Those authorized to call special board meetings may fix any place within the county where the corporation has its principal office as the special meeting place. Special board of director meetings may be held by conference telephone, if convened in accordance with section 3.8.
3.08 Board of Director Meetings by Conference Telephone. If authorized by the board of directors, the board of directors or any designated committee of the corporation may participate in a board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting (see section 3.9), and provided all persons participating in the meeting can hear each other at the same time. A director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
3.09 Notice of, and Waiver of Notice for, Special Director Meetings.
(a) Notice. The corporation's secretary shall give either oral or written notice of any special director meeting at least 5 business days before the meeting. The notice shall include the meeting place, day and hour. If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the secretary must provide instructions for participating in the telephone meeting.
(b) Effective Date. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of:
(c) Waiver of Notice. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(d) Neither the secretary nor director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special board meeting.
3.10 Director Quorum.
(a) A majority of the number of directors shall constitute a quorum for the transaction of business at any board of director meeting.
(b) Absent board members may give their written and signed proxy to a board member in attendance at a board of director meeting. Such proxy can be counted in determining a quorum.
3.11 Directors; Manner of Acting.
(a) Required Number to Constitute Act. The act of a majority of the directors present at a meeting at which a quorum is present (when the vote is taken) shall be the act of the board of directors. If no quorum is present at a meeting of directors, the directors may not take action on any board matter other than to adjourn the meeting to a later date.
(b) Director Approval. The corporation shall deem a director to have approved of an action taken if the director is present at a meeting of the board unless:
3.12 Conduct of Board of Director Meetings. The president, or in the president's absence, the vice‑ president, or in their absence, any person chosen by the directors present shall call the meeting of the directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson's designee, shall establish rules of the meeting that‑will freely facilitate debate and decision making. The chairperson will indicate who may speak when and when a vote will be taken. The secretary of the corporation shall act as the secretary of all meetings of the directors, but in the secretary's absence, the presiding officer may appoint any other person to act as the secretary of the meeting.
3.13 Director Action Without a Meeting. The directors may act on any matter generally required or permitted at a board meeting, without actually meeting, if: all the directors take the action, each one signs a written consent describing the action taken, and the directors file all the consents with the records of the corporation. Action taken by consents is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.
3.14 Director Committees.
(a) Creation of Committees. The board of directors may create one or more committees and appoint members of the board to serve on them. Each committee must have 1 or more directors, who serves at the pleasure of the board of directors. Volunteers from the community may serve on these committees when appropriate.
(b) Selection of Members. To create a committee and appoint members to it, the board must acquire approval by the majority of all the existing directors when the action is taken.
(c) Required Procedures. Provisions of Article III which govern meetings, notice and waiver of notice, quorum and voting requirements, conduct of the board of directors, and action without meetings apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the board of directors. The committees are subject to all the procedural rules governing the operation of the board itself.
(d) Authority. Each committee may exercise the specific board authority which the board of directors confers upon the committee in the resolution creating the committee. Provided, however, a committee may not:
3.15 Compensation, Loans to, or Guarantees for Directors.
(a) Director Compensation. The board of directors may, upon approval of the majority of that board, pay each director expenses, if any, of attendance at each board meeting or committee meeting of the board. The directors shall not be paid a salary or fee for attending the meeting. A director may not serve the corporation as an employee and receive compensation.
(b) Loans to or Guaranties for Directors. The corporation may not lend money to or guarantee the obligation of a director of the corporation.
3.16 Board Member Service. Board members are expected to serve as a volunteer at the facility operated by the Board a minimum of one day per quarter.
Article IV. Officers
4.01 Number of Officers. The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The board of directors shall appoint each of these officers. The board may appoint other officers and assistant officers if it deems it necessary. If the board of directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one office in the corporation.
4.02 Appointment and Term of Office.
(a) The board of directors shall appoint officers of the corporation for a term that the board determines. If the board does not specify a term, the officers shall hold office for one year or, within that year, until they resign, die or are removed in a manner provided in section 4.3 of Article IV.
(b) A designation of a specified term does not grant to the officer any contract rights, and the board can remove the officer at any time prior to the termination of the designated term.
4.03 Removal of Officers. The board of directors may remove any officer or agent any time, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. A board's appointment of an officer or agent shall not of itself create contract rights.
4.04 President. The president shall be the principal executive officer of the corporation. The president shall be subject to the control of the board of directors, and shall in general oversee, in good faith, the affairs of the corporation. The president shall, when present, preside at all meetings of the members and of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation that the board has authorized, corporation deeds, mortgages, bonds, contracts, or other board authorized instruments.
4.05 The Vice‑President. The vice‑president shall perform, in good faith, the president's duties if the president‑is absent, dies, is unable or refuses to act. If the vice‑president acts in the absence of the president, the vice‑president shall have all presidential powers and be subject to all the restrictions upon the president. (if the vice‑president is unable or refuses to act, then the secretary shall perform the presidential duties.) The vice‑ president shall perform any other duties that the president or board may assign to‑the vice‑president.
4.06 The Secretary. The secretary shall in good faith:
(a) create and maintain one or more books for the minutes of the proceedings of the board of directors;
(b) provide that all notices are served in accordance with these bylaws or as required by law;
(c) be custodian of the corporate records;
(d) when requested or required, authenticate any records of the corporation;
(e) keep a current register of the post office address of each director; and
(f) in general perform all duties incident to the office of secretary and any other duties that the president or the board may assign to the secretary.
4.07 The Treasurer. The treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation's name in banks, trust companies, or other depositories that the board shall select;
(c) submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and
(d) in general perform all of the duties incident to the office of treasurer and any other duties that the president or board may assign to the treasurer. if required by the board of directors, the treasurer shall give a bond for the faithful performance of the treasurer's duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the board of directors shall determine.
4.08 Loans to or Guarantees for Officers. The corporation may not lend money to or guarantee the obligation of an officer of the corporation.
Article V. Notification of Attorney General
5.01 Notification of Attorney General. The secretary of the corporation shall notify the attorney general of the State of Georgia when dissolution, indemnification, merger, removal of directors, and the sale of assets (as defined in the Georgia Nonprofit Corporation Act) occur. The secretary shall deliver notice in the manner required by each event and cooperate with the Attorney General in providing necessary information.
(b) Indemnification. The secretary of the corporation must give the Attorney General written notice of its proposed indemnification of a director. The corporation may not indemnify a director until 20 days after the effective date of the written notice.
(c) Merger. The secretary of the corporation must give the Attorney General written notice of a proposed merger of the corporation, and include with the notice a copy of the proposed plan of merger, at least 20 days before consummation of any merger.
(d) Removal of Directors. The secretary of the corporation must give written notice to the Attorney General if the corporation commences a proceeding to remove any director by judicial proceeding.
(e) Sale of assets. The secretary of the corporation must give written notice to the Attorney General 20 days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities, unless the Attorney General has given the corporation a written waiver of this subsection.
Article VI. Indemnification of Directors, Officers Agents, And Employees
6.01 Indemnification of Directors.
(a) General. An individual made a party to a proceeding because the individual is or was a director of the corporation may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:
(b) Determination and Authorization. The corporation shall not indemnify a director under section 6.1 of Article VI unless:
(c) Standard of Conduct. The individual shall demonstrate that:
1. in acting in an official capacity with the corporation, that the individuals conduct was in the corporation's best interests;
2. in all other cases, that the individuals conduct was at least not opposed to the corporation's best interests; and
3. in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful.
(d) No indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under section 6.1 of Article VI if:
(e) Indemnification Limited. Indemnification permitted under section 6.1 of Article VI in connection with a proceeding by the corporation or in the right of the corporation is limited to the reasonable expenses incurred in connection with the proceeding.
6.02 Advance Expenses for Directors. The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a director who is a party to a proceeding if:
(a) by following the procedures of the Georgia Nonprofit Corporation Act the board of directors determined that the director met requirements (3)‑(5) listed below; and
(b) the board of directors authorized an advance payment to a director; and
(c) the director has furnished the corporation with a written affirmation of the director's good faith belief that the director has met the standard of conduct described‑in section 6.1 of Article VI; and
(d) the director has provided the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; the director's undertaking must be an unlimited general obligation, but need not be secured, and the corporation may accept the undertaking without reference to financial ability to make repayment; and
(e) the board of directors determines that the facts then known to it would not preclude indemnification under section 6.1 of this Article VI or the Georgia Nonprofit Corporation Act.
6.03 Indemnification of Officers, Agents and Employees. The board of directors may choose to indemnify and advance expenses to any officer, employee, or agent of the corporation applying those standards described in sections 6.1 and 6.2 of Article VI.
6.04 Mandatory Indemnification. Notwithstanding any other provisions of these bylaws, the corporation shall indemnify a director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation, against expenses incurred by the director or officer in connection with the proceeding.
Article VII. Contracts, Loans, Checks And Deposits; Special Corporate Acts
7.01 Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.
7.02 Loans. The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation's indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.
7.03 Checks, Drafts, etc.. The board of directors shall authorize by resolution which officer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The board of directors shall also determine by resolution the manner in which these documents will be signed and issued.
7.04 Deposits. The treasurer of the corporation shall oversee the deposit of all funds of the corporation, in banks and other depositories; the board of directors shall authorize by board resolution the exact location of the banks and depositories.
Article VIII. Prohibited Transactions
8.01 Prohibited Transactions.
(a) Prohibition Against Sharing in Corporation Earnings. No director, officer, employee, committee member, or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the corporation's payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as determined by the board of directors.
(b) Other Prohibitions. Neither the corporation, nor its directors, nor its officers have any power to cause the corporation to do any of the following with Related Parties:
8.02 Prohibited Activities. Notwithstanding any other provisions 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 exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under section 170(d)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.
8.03 Corporate Funds Used For Indemnification. Corporate funds may be used to benefit officers and directors by way of indemnification, but only if such indemnification is authorized by Article VI of these bylaws.
Article IX. Amendments
9.01 Amendments. These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire board of directors.
These bylaws were adopted by the unanimous consent of the board of directors on May 14, 2007.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the day and
year written herein.
Christopher L. Rouse, Organizer