REVISED AND AMENDED BY-LAWS

of the

MECKLENBURG BAR FOUNDATION

 

 

 

ARTICLE I.

 

Offices

 

            The principal office of the Corporation in the State of North Carolina shall be located in the city of Charlotte, County of Mecklenburg.  The Corporation may have such other offices, whether within or without the State of North Carolina, as the Board of Directors may determine or as the affairs of the Corporation may from time to time require.

 

ARTICLE II.

 

Board of Directors

 

            SECTION 2.1.  General Powers.  The affairs of the Corporation shall be managed by the Board of Directors in accordance with the provisions of applicable law, the Articles of Incorporation and these By-laws.  Directors need not be residents of the state of North Carolina.

 

            SECTION 2.2.  Number, Term and Qualification.  The number of Directors of the Corporation shall not be less than three (3) nor more than twenty-four (24), and shall be a number divisible by three.  The Directors may by resolution fix the number of Directors to be elected; but in the absence of such resolution, the number of Directors elected plus the number of Directors continuing in office shall constitute the number of Directors of the Corporation until the number is changed by action of the Directors.

 

            The Directors shall be active Members of the Mecklenburg County Bar.  The Board of Directors may, by majority vote, designate a certain number of Directors not to exceed one-third to be filled by non-members of the Mecklenburg County Bar.

 

            The Directors shall be divided into three (3) classes, as nearly equal in number as may be, to serve in the first instance for terms of one, two and three years, respectively, and until their successors shall be elected and shall qualify, and thereafter the successors in each class of Directors shall be elected to serve for terms of three years and until their successors shall be elected and shall qualify.  In the event of any increase or decrease in the number of Directors, the additional or eliminated directorships shall be so classified or chosen that all classes of Directors shall remain or become equal in number, as nearly as may be.  No person may be eligible to serve as a Director for more than two consecutive three-year terms.  Any former Director shall be eligible for re-election to the Board of Directors after a lapse of one year.

 

            SECTION 2.3.  Election of Directors.  Except for Directors nominated and elected by the Executive Committee of the Mecklenburg County Bar, Directors shall be elected at any annual or special meeting of the Board of Directors by a vote of a majority of the Directors at the time in office.

 

SECTION 2.4.  Nominations To The Board of Directors.  The Executive Committee of the Board of Directors shall act as a Nominating Committee to fill vacancies to the Board of Directors. For purposes of making nominations, the immediate Past President shall chair the Executive Committee in its function as Nominating Committee. Three (3) Directors (one from each class of Directors) shall be appointed by the members of the Mecklenburg County Bar Executive Committee. The Board of Directors of the Corporation may from time to time increase the number of Directors appointed by the Mecklenburg County Bar Executive Committee, by vote of a majority of the Directors then in office.

 

            SECTION 2.5.  Resignation.  A Director may resign at any time by communicating such resignation to the Board of Directors, its presiding Officer or to the Corporation.  The resignation is effective when communicated unless the notice specifies a later effective date or subsequent event upon which it will become effective. 

 

            SECTION 2.6.  Vacancies. In the event of the death, resignation, retirement, removal or disqualification of a Director during the elected term of office, the Director's successor shall be elected to serve only until the expiration of the term of the predecessor.  A vacancy occurring in the Board of Directors may be filled by a majority of the remaining Directors (but not less than two) at any regular meeting or special meeting of the Board of Directors.

 

            SECTION 2.7.  Annual Meeting.  The annual meeting of the Board of Directors which is the last meeting of the fiscal year shall be held in June for the purpose of electing Directors and Officers of the Corporation and the transaction of such other business as may be properly brought before the meeting.  If the annual meeting is not held on the day designated by these by-laws, a substitute annual meeting may be called by or at the request of the Board of Directors, and such meeting shall be designated and treated for all purposes as the annual meeting.

 

            SECTION 2.8.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors.

 

            SECTION 2.9.  Place of Meetings.  Meetings of the Board of Directors may be held at the principal office of the Corporation or at such other place, either within or without the State of North Carolina, as shall either (i) be designated in the resolution of the President to hold the meeting or (ii) be agreed upon at or before the meeting by a majority of the Directors then in office.

 

            SECTION 2.10.  Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by personal delivery, mail, or electronic or facsimile communication at least two days before the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice is given by electronic or facsimile communication, such notice shall be deemed delivered when such communication is transmitted to the address shown by the records of the Corporation.  Unless otherwise indicated in the notice, any and all business may be transacted at a meeting of the Board of Directors.  Attendance by a Director at a meeting shall constitute a waiver of notice, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

 

            SECTION 2.11.  Quorum.  One-third of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at a meeting of the Board of Directors; but, if less than one-third of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

 

            SECTION 2.12.  Manner of Acting  Except as otherwise provided by law or in the by-laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; unless the act of a greater number is required by law or by these by-laws.

 

            SECTION 2.13.  Action Without Meeting.  Action taken by a majority of the Directors or Members of a committee without a meeting is nevertheless Board of Directors or committee action if written consent to the action in question is signed by all of the Directors or Members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board of Directors or committee, whether done before or after the action is taken.

 

            SECTION 2.14.  Compensation.  Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board of Directors; but nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof.

 

ARTICLE III.

 

Officers

 

            SECTION 3.1.  Titles.  The Officers of the Corporation shall be a President, one or more Vice Presidents (the number to be determined by the Board of Directors), a Treasurer, a Secretary and such other Officers as the Board of Directors may deem necessary.  Except as otherwise provided in these by-laws, the additional Officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors.  Any two or more offices may be held by the same individual, but no Officer may act in more than one capacity where action of two or more Officers is required.

 

SECTION 3.2    Nominations, Election and Term of Office. The Executive Committee of the Board of Directors shall serve as Nominating Committee to propose officers of the Corporation. For purposes of making nominations, the immediate Past President shall chair the Executive Committee in its function as Nominating Committee. The Officers of the Corporation shall be elected by the Board of Directors at the annual meeting.  Each Officer shall hold office until the next annual meeting and until a successor is elected and qualifies.

 

 

            SECTION 3.3.  Removal.  Any Officer or agent elected or appointed by the Board of Directors may be removed at any time by the Board of Directors with or without cause.

 

            SECTION 3.4.  Resignation.  An Officer or agent may resign at any time by communicating such resignation to the Corporation.  A resignation is effective when it is communicated unless it specifies in writing a later effective date. 

 

            SECTION 3.5.  Vacancies.  Vacancies among the Officers because of death, resignation, removal, disqualification or otherwise may be filled and new offices may be created and filled by the Board of Directors.

 

            SECTION 3.6.  President.  The President shall be in general charge of the affairs of the Corporation in the ordinary course of its business, and shall be the chief executive officer of the Corporation.  The President may perform such acts, not inconsistent with the applicable law or the provisions of these by-laws, as may be performed by the president of a corporation.  The President may sign and execute all authorized notes, bonds, contracts and other obligations in the name of the Corporation.  The President shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these by-laws. 

 

            SECTION 3.7.  Vice President.  The Vice President (or in the event that the Board of Directors elects more than one Vice-President, the Vice-Presidents in the order of their election), unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President or the refusal or inability of the President to act, perform the duties and exercise the powers of the office of President.  In addition, the Vice-President(s) shall perform such other duties and have such other powers as the President or the Board of Directors shall prescribe.

 

            SECTION 3.8.  Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation; receive and give receipts for the moneys due and payable to the Corporation from any source whatsoever; and shall receive, deposit or disburse those moneys in any banks, trust companies or other depositories as may be selected in accordance with the provisions of Section 5.3 of these by-laws.  The Treasurer shall serve as Chair of the Investment and Finance Committee.  The Treasurer shall in general perform the duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the President or by the Board of Directors.

 

            SECTION 3.9.  Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that Officer's absence or inability to act.

 

            SECTION 3.10.  Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and shall give all notices required by law and these by-laws.  The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors. 

 

            SECTION 3.11.  Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that Officer's absence or inability to act.

 

ARTICLE IV.

 

Committees

 

            SECTION 4.1.  Standing Committees.  The Standing Committees of the Corporation shall include an Executive Committee, an Investment and Finance Committee, a Planning and Development Committee and a McMillan Fellowship Committee.  The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate other Standing Committees.  The Standing Committees shall have and exercise the authority of the Board of Directors in the management of the Corporation.  The Standing Committees shall not, however, have the authority of the Board of Directors to amend, alter or repeal these by-laws; elect, appoint or remove any Member of the Executive Committee or any Director or Officer of the Corporation; amend the Articles of Incorporation, adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease or exchange or mortgage of all or substantially all of the property and assets of the Corporation; or amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by a  Standing Committee.  The appointment of delegation of authority to any Standing Committee shall not in any way operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it by law.

 

            SECTION 4.2.  Executive Committee.  The Executive Committee shall consist of the Officers of the Corporation, the Chairs of the Standing Committees and the immediate past President of the Corporation.  The President of the Corporation shall be the Chair of the Executive Committee.  The Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of Corporation during intervals between meetings, subject to the restrictions on Standing Committees described in Section 4.1 above.  The Executive Committee shall keep minutes of its proceedings and shall report to the Board of Directors on action taken.  Minutes of meetings of the Executive Committee shall be prepared and kept with the records of the Corporation.

 

            SECTION 4.3.  Ad Hoc Committees.  The Board of Directors may designate Ad Hoc Committees not having the authority of the Board of Directors in the management of the Corporation by resolution.  The President shall appoint Members of the Ad Hoc Committees subject to the approval of the Board of Directors.

 

            SECTION 4.4.  Qualification, Term of Office.  The President may, subject to the approval of the Board of Directors, appoint to any Committee except the Executive Committee any active member of the Mecklenburg County Bar, provided that a majority of the Members of each Standing Committee except for the McMillan Fellowship Committee shall be Directors of the Corporation.  Notwithstanding the provisions of this Section 4.4, the Treasurer of the Corporation shall be a permanent Member of the Investment and Finance Committee.  Each Member of a Committee shall serve until the next annual meeting and until a successor is appointed and qualifies.

 

            SECTION 4.5.  Removal.  Any Member of a Standing Committee may be removed at any time by the Board of Directors with or without cause.  Any Member of an Ad Hoc Committee may be removed at any time by the President or the Board of Directors with or without cause.

 

            SECTION 4.6.  Resignation.  An Member of a Committee may resign at any time by communicating such resignation to the President or the Board of Directors.  A resignation is effective when it is communicated unless it specifies in writing a later effective date. 

 

            SECTION 4.7.  Vacancies.  Vacancies among the Members of the Committee because of death, resignation, removal, disqualification or otherwise may be filled and new Members may be appointed by the person or persons authorize to appoint the Members of that Committee.

 

            SECTION 4.8.  Chair.  The President, with the approval of the Board of Directors, shall appoint one Member of each Committee as Chair.  Notwithstanding the provisions of this Section 4.8, the Treasurer of the Corporation shall be the permanent Chair of the Investment and Finance Committee.

 

            SECTION 4.9.  Quorum.  The majority of the whole Committee shall constitute a quorum at a meeting of that Committee and the act of a majority of the Members present at a meeting at which a quorum is present shall be the act of that Committee.

 

            SECTION 4.10.  Rules.  Each Committee may adopt rules for its own governance not inconsistent with these by-laws or with rules adopted by the Board of Directors.

 

ARTICLE V.

 

Contracts, Checks, Deposits and Funds

 

            SECTION 5.1.  Contracts.  The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and the Board of Directors may grant its authority generally or confine its authority to specific instances.

 

            SECTION 5.2.  Checks, Drafts, Etc.  The Board of Directors, by resolution, may from time to time designate any Officer or Officers, agent or agents of the Corporation to sign all checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation.  In the absence of a resolution by the Board of Directors, the instruments described above shall be signed by the Treasurer or the Assistant Treasurer and counter-signed by the President or a Vice-President of the Corporation.

 

            SECTION 5.3.  Deposits.  The Board of Directors shall designate the banks, trust companies, and other depository institutions into which all funds of the Corporation shall be deposited from time to time to the credit of the Corporation.

 

ARTICLE VI.

 

Books and Records

 

            The Corporation shall keep and maintain correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and the Standing Committees

 

ARTICLE VII.

 

Fiscal Year

 

            The fiscal year of the Corporation shall begin on the first day of July and end on the final day of June in each year.

 

ARTICLE VIII.

 

Seal

 

            The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed the name of the Corporation and the words Corporate Seal.

 

ARTICLE IX.

 

Waiver of Notice

 

            Whenever any notice is required under the provisions of the North Carolina Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or these by-laws, a waiver of notice in writing signed by the person or persons entitled to notice, whether before or after the time stated, shall be deemed equivalent to the giving of that notice.

 

ARTICLE X.

 

Amendments to by-laws

 

            The Board of Directors may alter, amend or repeal these by-laws and adopt new by-laws by vote of a majority of Directors present at any regular meeting or any special meeting of the Board of Directors, provided that at least two days written notice is given of the intention to alter, amend or repeal these by-laws or adopt new by-laws at that meeting.

 

 

 

_________________________________

Robert C. Stephens, President

Mecklenburg Bar Foundation