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ARTICLE I
NAME
1. The name of the organization shall be "The M.R. Foundation of Tennessee, Inc." chartered in the State of Tennessee October
7, 1975 and recorded on January 26, 1976 (County of Obion - Notebook 31, page
172). The logo identification shall be "The M.R. Foundation of Tennessee".
2. The Corporation will hereinafter be referred to as the
Foundation.
3. The Foundation is designated for exemption by the
Internal Revenue Service under
Section 501 (c) (3) of the Internal
Revenue Code. The Foundation complies with the
description of an organization
given in Section 170 (b) (1) (A) (vi) and 509 (a)(1) of the
Code.
ARTICLE II
MEMBERSHIP
1. Every member of a Knights of Columbus Council in Tennessee shall be a
member of the Foundation.
2. The elected representatives of each council in the
jurisdiction of Tennessee
shall meet as the state council, usually in May of each year convened at the
State Convention. These
representatives shall vote on such
issues of the Foundation as may be presented to them
by the President, or designated
representative, which have been approved for presentation and vote by the Board
of Directors.
3. A majority vote of the elected representatives of the
membership assembled at the State Convention shall constitute approval for
motions presented by the President, or
designated representative, under
Article II, Section 2.
4. The elected representatives of the membership, assembled
at the annual convention, shall elect members to the Board of Directors. The
number to be elected shall correspond to the number of outgoing directors. They
shall be elected from a list of nominees prepared by the Board and presented to
the convention by the President, or designated
representative. The election shall
follow the election of State Officers of the State
Council. A majority vote shall
constitute election. No nomination will be accepted from
the convention unless submitted to
and approved by the Board of Directors for
consideration and inclusion on a
list of nominees prepared by the existing Board of
Directors.
5. No fees shall be required from any member of the
Foundation.
ARTICLE III
DIRECTORS
1. The business and affairs of the Foundation shall be
managed by a Board of Directors,
which shall consist of not less
than nine (9) nor more than eighteen (18) Directors.
2. The Directors shall hold at least three (3) meetings each
year. One meeting will be held
within 30 days of the State
Convention. The other meetings shall take place at such other
place or places, either in the
State of Tennessee
or elsewhere, as the Directors may from
time to time determine.
3. A majority of the Board of Directors at a meeting duly
assembled shall be necessary to
constitute a quorum for the
transaction of business, and the vote of a 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 vote of a
greater number is required by law, by the charter, or by
these by-laws.
4. No officer or director shall receive any fee or compensation
other than expense
reimbursement for a service
performed for the Foundation or any related event
sponsored by the Foundation.
5. Travel expenses of Foundation Directors for official
business or board meetings shall be reimbursed by the Treasurer upon
presentation of an approved expense reports at rates to be allowed per rules
approved by the Board of Directors. All expense reports will be
approved by either the President or
Vice-President for officers and directors who attend a
function wherein expense
reimbursement may come from a second source, shall charge
the Foundation for actual expense,
using an expense report, and endorse to the
Foundation the proceeds from the secondary
source.
6. From time to time, the Directors and Officers may appoint
any committee or committees for any purpose or purposes to the extent allowed
by the laws and statutes of the State of Tennessee
and shall have such powers as shall be specified in their appointment.
7. All members of the Board of Directors are entitled to vote.
8. From time to time, the Directors and/or officers may
invite appropriate consultants to
attend meetings. The consultants
shall be reimbursed as determined by the Board of
Directors.
9. All motions passed by the Board of Directors shall be
forwarded to the State Deputy of
the Knights of Columbus in the
jurisdiction of Tennessee
for discretionary inclusion in
any state newsletter for the
purpose of dissemination of information to the membership.
10. Each elected director may serve for a term of three (3)
years and may be re-elected for additional three year terms without limitation
as to the number of terms.
11. The composition of the Board of Directors shall be: 4
a. Three (3) Past State Deputies of
the Knights of Columbus in the jurisdiction of
Tennessee.
b. At least one (1) director shall come from each diocese of
the State of Tennessee.
Such director may be one of the Past State Deputies required
under (a) above.
c. One (1) director shall be the
current Health and Welfare Chairman appointed by
the State Deputy of the Tennessee State
Council of the Knights of Columbus.
d. One (1) director shall be the current Chairman of the
annual solicitation campaign.
e. One (1) director shall be the
current State Chaplain
f. One (1) director shall be the current State Deputy of the
jurisdiction of Tennessee.
12. Directors shall take office on June 1.
13. A vacancy which occurs at any time after a Director is
elected, shall be filled by a
majority vote of the then existing
Board of Directors and the newly selected director will
take office immediately.
14. Any director who is absent from two (2) consecutive
meetings of the Board, at the
discretion of the Board, may have
his position as Director declared vacant and an
appointment made by the then
existing Board of Directors.
15. The terms of the elected directors shall be staggered so
that there will be at least three
directorships expiring each year.
ARTICLE IV
POWER OF DIRECTORS
1. The Board of Directors shall have, in addition to such
powers as are hereinafter expressly conferred on it and all such powers as may
be conferred on it by law, all such powers as may be exercised by the
Foundation, subject to the provisions of the law, the charter and these
by-laws.
2. In the event a member of the Board of Directors ceases
for any reason to be a member of the Board of Directors, then and in that event
the President shall call a special meeting for the purpose of replacing that
member within ninety (90) days from the date the member ceases to be a member
of the Board of Directors, or at the next regular Board meeting, whichever
shall come first.
3. The Directors shall have the general management and
control of the business and affairs of the organization and shall exercise all
the powers that may be exercised or performed by the organization under the
statutes of the State of Tennessee,
the Certification of Incorporation, and the by-laws, including but not limited
to:
a. To purchase or otherwise acquire property, rights or
privileges for the Foundation,
which the Foundation has power to
take, at such prices and on such terms as the
Board of Directors may deem proper.
b. To pay for such property, rights or privileges in whole
or in part with money of the
corporation, or by the delivery of
other property of the corporation.
c. To create, make and issue mortgages, deeds of trust,
trust agreements and
negotiable or transferable
instruments and securities, secured by mortgages or
otherwise, and to do every act and
thing necessary to effectuate the same.
d. To elect the Foundation officers, to appoint employees
and trustees, and to
dismiss them at its discretion, to
fix their duties and emoluments, and to change
from time to time, and to require
security as it may deem proper.
e. To confer on any officer of the Foundation the power of
selecting, discharging or
suspending such employees.
f. To determine by whom and in what manner the Foundation's
bills, notes, receipts,
acceptances, endorsements, checks,
releases, contracts, or other documents shall
be signed.
g. No Officer or Director shall enter into any agreement to
purchase, sell or lease
any capital asset including land on
behalf of the Foundation without approval of
the Board of Directors.
ARTICLE V
MEETINGS OF DIRECTORS
1. After each annual election of Directors, the newly
elected directors may meet with the
Board for the purpose of organization, the election of
officers, and the transaction of
other business, at such place, day
and hour as shall be fixed by the President at the annual
meeting, and, if a majority of the
directors be present at such place, day and hour, no
prior notice of such meeting shall
be required to be given to the Directors. The place, day
and hour of such meeting may also
be fixed by written notice to the Directors.
2. Special meetings of the Directors may be called by the
President on one week's notice in writing to each Director or shall be called
by the President in like manner on the written request of two Directors. The
notice shall state the purpose or purposes for which the meeting is called and
the place, day and hour where it is to be held. Matters not specified in the
notice shall not be taken up at the meeting without approval of all Directors.
3. Special meetings of the Directors may be held at any time
on written waiver or by consent of a majority of the Directors.
4. The Foundation will conduct an annual campaign for funds.
It shall appoint a Campaign Chairman to conduct the solicitation. The Directors
shall act as area coordinators for the annual solicitation campaign for funds.
5. A majority of the Directors shall constitute a quorum,
but a smaller number may adjourn from time to time, without further notice
until a quorum is secured.
6. Participation by the Directors in any meeting of the
Board of Directors may be by
conference telephone or similar
communications equipment by means of which all
persons participating in the
meeting can hear each other and such participation shall
constitute physical presence at the
meeting.
7. Any action required or permitted by law, or by the
charter, or by these by-laws to be
taken by vote of the Directors may
be taken without a meeting on written consent, setting
forth the action so taken, signed
by all of the Directors.
ARTICLE VI
OFFICERS
1. The Officers of the Corporation shall be elected annually
at the first meeting after the
annual election of Directors and
shall serve at the will and pleasure of the Directors and
until their successors are duly
elected and qualified. The officers of the Foundation shall
consist of a President, a
Vice-President, a Secretary and a Treasurer, and such additional
Vice-Presidents, Assistant Secretaries and Assistant
Treasurers as the Board may, from
time to time, determine and elect.
2. The Board may appoint such agents as it shall deem
necessary, who shall perform such
duties as shall be determined from
time to time by the Board.
3. If the office of any officer elected by the Board of
Directors becomes vacant for any
reason, the vacancy shall be filled
by the Board of Directors.
4. The Officers of the Foundation shall hold office until
their successors are elected and
qualified. Any Officer elected by
the Board shall be subject to removal at any time with
or without cause, by the
affirmative vote of a majority of the entire Board of Directors.
ARTICLE VII
THE PRESIDENT
1. The President shall be the Chief Executive Officer of the
Foundation; he shall preside at all meetings of the Board of Directors; he
shall have general and active management of
the business of the Corporation,
and shall exercise general supervision and administration
over all of its affairs, with power
to make all contracts in the conduct of the regular and
ordinary business of the Foundation,
and shall see that all orders and resolutions of the
Board are carried into effect.
2. He shall execute deeds, bonds, notes, mortgages, and
other contracts on behalf of the
Foundation subject to the general
supervisory power of the Board of Directors.
3. He shall be ex-officio a member of all standing
committees and shall have the general
powers and duties of supervision
and management usually vested in the office of a
President of a Corporation.
4. He may appoint and discharge agents and employees of the
Foundation and fix their
compensation subject to the general
supervisory power of the Board of Directors, and do
and perform such other duties as
from time to time may be assigned to him by the Board
of Directors and as may be
authorized by law.
5. The President shall be authorized to sign checks on
behalf of the Foundation.
6. The President shall prepare an agenda for each meeting in
writing which shall be
forwarded to each Director for
receipt at least seven (7) days before the called meeting.
7. He shall call meetings as required elsewhere in these
by-laws at a time and place of his
discretion. He must notify the
Directors of each of the three (3) regular meetings in
writing at least twenty-one (21)
days before the meeting is called.
8. He shall prepare an annual report that shall be given at
the annual meeting of the State
Council of the Knights of Columbus in the
jurisdiction of Tennessee.
The written report
shall be given to each member of
the Board. The presentation at the annual meeting shall
be restricted at the discretion of
the State Deputy as to its distribution and length in
written or oral form.
9. Approve expense reports for reimbursements.
ARTICLE VIII
VICE-PRESIDENT
1. The Vice-President shall, in the absence or disability of
the President, perform all of the duties and exercise all of the powers of the
President and shall perform such other duties as the Board of Directors shall
prescribe.
2. Authorized to approve expense reports for reimbursement.
ARTICLE IX
SECRETARY
1. The Secretary shall attend all sessions of the Board and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose. He shall perform such duties as are incident to his office or as
may be prescribed by the Board of Directors or the President.
2. In the absence or disability of the Secretary, an
assistant Secretary shall be designated to perform all the duties and exercise
all the powers of the Secretary.
ARTICLE X
TREASURER
1. The Treasurer shall have the custody of the funds and
securities of the Foundation and
shall keep full and accurate
accounts of receipts and disbursements in books belonging to
the Foundation and shall deposit
all moneys and other valuable effects in the name and to
the credit of the Foundation in
such depositories as may be designated by the Board of
Directors.
2. He shall be authorized to sign checks and disburse the
funds of the Foundation as may be ordered by the Board, or by the President,
taking proper vouchers for such disbursements, and shall render to the Board,
or the President, whenever they may require it, an account of all transactions
and the financial condition of the Foundation.
3. The report of the Treasurer shall be a part of the
minutes of the Foundation.
4. The Treasurer shall give the Foundation a bond, if
required by the Board of Directors, in such sum and in form and with security
satisfactory to the Board of Directors for the
faithful performance of the duties
of his office and the restoration of the Foundation, in
case of his death, resignation or
removal from office, of all books, papers, vouchers,
money and other property of
whatever kind in his possession, belonging to the
Foundation. He shall perform such
other duties as the Board of Directors may from time
to time prescribe or require.
5. In the absence or disability of the Treasurer, an
Assistant Treasurer shall perform all the duties and exercise all of the powers
of the Treasurer and shall perform such other duties, as the Board of Directors
shall prescribe.
6. The Treasurer shall prepare and submit all federal and
other governmental required
financial reports.
ARTICLE XI
DUTIES OF OFFICERS MAY BE DELEGATED
1. In case of the absence of any officer of the corporation,
or for any other reason that the
Board may deem sufficient, the Board may delegate, for the
time being, the powers or
duties, or any of them, of such
officer to any other officer, or to any Director.
ARTICLE XII
FISCAL YEAR
The
Foundation shall have a fiscal year ending June 30.
ARTICLE XIII
SEAL
1. This Foundation shall not be required to have a corporate
seal on transactions in the State of Tennessee,
and the use by this Foundation of a corporate seal shall not be necessary unless
required by the law of the state in which the Foundation transacts business. In
any state in which a corporate seal is required by the law of that state in
which this Foundation conducts business, then for that state the corporate seal
of this Foundation shall consist of an imprint of the name of the Foundation,
the state of its incorporation and the word "Seal".
ARTICLE XIV
NOTICES
1. Whenever, under the provisions of these by-laws, notice
is required to be given to any
Director, Officer or member, it shall not be construed to
mean personal notice, but such
notice may be given in writing by
depositing the same in the United
States mail, addressed to such individual at
the address shown on the records of the Foundation, and such notice shall be deemed
to be given at the time when the same shall be thus deposited.
2. Any member, Director or Officer may waive any notice of
any meeting required to be
given under these by-laws either
before, at or after the meeting.
ARTICLE XV
INDEMNIFICATION
1. The Foundation shall indemnify any Director, Officer or
employee, or Former Director, Officer or employee of the Foundation or any
person who may have served at its request as a Director, Officer or employee of
another corporation in which the Foundation owns share of stock, or of which
the Foundation is a creditor, and each such Director, Officer or employee shall
be entitled without further act on his part, to indemnity from the Foundation
against any judgement, expenses, including attorney
fees, actually and necessarily incurred by him in connection with any action,
suit or preceding or any appeal therein, whether civil or criminal in nature,
in which he is made a party by reason of being or having been such a Director,
Officer or employee (whether or not a Director, Officer or employee at the time
such judgements or expenses are incurred by or
imposed on him), except in relation to matters as to which he shall be adjudged
in such action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of duty, or to have breached his duty to the
Foundation under the laws of the state in which its Foundation was
incorporated. The Foundation may also reimburse to a Director, Officer or
employee the reasonable amounts paid in settlement and reasonable expenses, including
attorney fees, of any such action, suit or proceeding, if it shall be found by
a majority of the Directors that it was to the interest of the Foundation that
such settlement be made and that such Director, Officer or employee was not
guilty of gross negligence or willful misconduct in the performance of duty or
to have breached his duty to the Foundation under the laws of the state in
which this Foundation was incorporated. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
Director, Officer or employee may be entitled by law or under any by-law,
agreement, vote of shareholders, or otherwise. The fore-going right of
indemnification shall insure to the
benefit of the heirs, executors or administrators of each
such Director, Officer or employee,
and shall in no event be construed to enlarge the
rights of indemnification provided
under the laws of the state in which this Foundation
was incorporated.
ARTICLE XVI
AUDIT
1. An annual report of the operations of the Foundation
shall be prepared by the Treasurer.
2. The annual report shall be certified by an independent
accounting firm when required by the Board of Directors.
ARTICLE XVII
SOLICITATION
1. The Foundation shall conduct an annual solicitation drive
to secure funds for the work of the Foundation. The Board shall appoint a Drive
Chairman.
2. The Foundation shall procure all necessary permits from
the State of Tennessee
to
conduct the annual campaign and the
Drive Chairman shall notify the councils of the
Knights of Columbus
in the jurisdiction of Tennessee
of the specifics of permission.
3. The Foundation shall not obtain solicitation permission
that may be required in any
particular municipality, town or
county. Such permission will be obtained by the local
councils of the Knights of Columbus
as may be necessary to conduct the solicitation.
ARTICLE XVIII
GOALS
1. The goal of the Foundation is to assist the mentally
retarded in the State of Tennessee.
To achieve this goal, the Foundation may enter into contracts to provide
transportation,
housing and other areas which the
Board of Directors shall deem suitable.
2. Recipient entities for funds from the Foundation shall be
restricted to those that hold an
exemption status from the Internal
Revenue Service under Section 501(C)(3) of the
Internal Revenue Service Code or are non-profit tax exempt
organizations to which
contributions are allowable
deductions for Federal Income Tax purposes.
ARTICLE XIX
AMENDMENTS
1. Any of these by-laws may be amended by the majority vote
of the Board of Directors at any regular meeting or at any special meeting called
for that purpose.
2. The Board of Directors may adopt additional by-laws in
harmony herewith.
These By-Laws approved by the Board of Directors dated:
11/91 with revisions approved by the Board of Directors at meetings June 19,
1999, April 20, 2002, October 28, 2006 and March 31, 2007.
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