3.2 Any interest in the property of the Foundation by persons resigning or
otherwise ceasing to be members thereof shall be vested in the Foundation.
3.3 The members of this Foundation are not, as such, personally liable for the
acts, debts, liabilities, or obligations of the Foundation.
3.4 The annual meeting of the members of the Foundation shall be held within
the State of Arkansas as determined by the Board of Trustees.
3.5 The members of the Foundation can, consistent with the provisions of the
Constitutions of Lions Clubs International and Multiple District 7, recall
members of the Board of Trustees in order to assure the Foundation
operates in a manner consistent with the values and goals set forth herein.
ARTICLE IV
BOARD OF TRUSTEES
4.1 The management and administration of the affairs of the Foundation shall
be vested in a Board of Trustees, who shall serve without compensation
and who shall be elected by the members of the Foundation. The Board of
Trustees shall consist of twelve members, three of which will be elected
from each of the four sub-districts within Multiple District 7. Members of the
current Multiple District 7 Council of Governors are eligible to be elected as
a trustee and shall have voting rights as outlined in section 4.2.
4.2 The term of office of an elected Trustee shall begin on January 1, and end
on December 31, of the year his/her term expires. One Trustee shall be
elected from each Trustee area designated in appendix 1 of these By-Laws.
In addition, one Trustee shall be elected from each Sub-District within
Multiple District 7 as an at-large Trustee who must be designated as such
when seeking endorsement and election. As each term is completed, a
Trustee will be elected from the same area to serve a full three-year term.
All terms will be for three years and Trustees can be re-elected but may not
serve consecutively more than two full terms.
4.3 Vacancies on the Board of Trustees, created by the death, illness or
resignation of seated Trustee, will be appointed for the unexpired term
thereof by the appropriate District Governor. The results shall be submitted
to the Board of Trustees for confirmation and acceptance.
4.4 Individuals seeking nomination for the office of Trustee of the Foundation
shall be certified by the nominee’s club, in writing, reflecting that a majority
of the club’s members concur in the nomination of the individual. The
certification will be forwarded to the appropriate District Governor/Cabinet
Secretary for election in accordance with the MD-7 and District Constitutions
and By-Laws. The results shall be submitted to the Board of Trustees for
confirmation and acceptance.
4.5 The Board of Trustees shall meet quarterly on dates set by the Officers of
the Foundation in consultation with the Board of Trustees. Special
meetings may be called by the President of the Foundation at any time by
written notice to each member of the Board of Trustees at their last known
address at least thirty days in advance of each such meeting. A quorum at
any meeting shall be a majority of the entire membership of said Board of
Trustees.
4.6 The Board of Trustees shall have the power to carry out the several
purposes expressed in these By-Laws.
4.7 All accounts and books of the Foundation shall be audited once each year
by a certified public accountant, and a written report of such audit submitted
by the auditor for the approval of the Board of Trustees at the next regular
meeting after submission of the audit.
ARTICLE V
DUTIES OF TRUSTEES
5.1 The business and property of the Foundation shall be managed by the
Board of Trustees.
5.2 The Board of Trustees shall elect from within its membership a President,
Vice President, Secretary and Treasurer who shall supervise and
administer the ordinary affairs of the Foundation.
5.3 The President of the Foundation shall report to the Board of Trustees at the
first meeting of the Foundation following the beginning of the Foundation’s
fiscal year, the name or names of any Trustee(s) who have failed to attend
one half, per year, of the scheduled meetings of the Foundation. The
Foundation shall receive and act upon the report and, if deemed
appropriate, request the affected District Governor to appoint a replacement
Trustee.
ARTICLE VI
MEETINGS
6.1 The membership of the Foundation shall meet annually as set forth in
Section 3.4 above. A Special meeting of the membership may be called
by the President of the Foundation or by a majority vote of the members of
the Board of Trustees present at any regular or special meeting of the
Foundation.
6.2 The Board of Trustees shall meet quarterly at such places and times as
the board shall determine from time to time.
6.3 Notice of quarterly Trustee meetings shall be submitted to each member at
the address shown on the Foundations records at least thirty days prior to
said meeting.
6.4 A quorum at any regular quarterly or special meeting of the Board of
Trustees shall consist of a majority of the Board of Trustees.
6.5 All meetings of the membership or Board of Trustees shall be governed by
the latest published edition of Robert’s Rules of Order, Newly Revised.
ARTICLE VII
OFFICERS
7.1 At the last meeting each fiscal year, there shall be elected by the Board of
Trustees a President, a Vice President, a Secretary and a Treasurer, who
shall respectively perform the duties of such offices as they are generally
understood and prescribed in Foundations of this nature and who shall hold
their respective offices until their successors shall have been duly elected
and installed.
7.2 The President shall preside at all meetings of the members of the
Foundation and of the Board of Trustees, and shall have general
supervision over the other officers and shall perform all such other duties
as are incidental to his/her office or as may be authorized by the Board of
Trustees.
7.3 The Vice President shall perform all duties incidental to his/her office or
which may be delegated to him/her by the President or the Board of
Trustees, and in the absence or disability of the President shall serve as
President.
7.4 The Secretary shall issue notices of all meetings and shall attend and keep
minutes of the same. He/she shall have charge of all Foundation books,
records and papers and shall be the custodian of the Corporate seal.
He/she shall attest with his/her signature and impress with the Corporate
seal all official documents of the Corporation.
7.5 The treasurer shall be the custodian of all monies and securities of the
Foundation and shall keep regular books of accounts and shall submit them,
together with all vouchers, receipts, records and other papers, to the
Trustees for their examination and approval as often as may be required.
He/she shall perform all other such duties as are incidental to the office of
treasurer or as may be directed by the Board of Trustees.
ARTICLE VIII
COMMITTEES
The Board of Trustees may form committees as it shall from time to time determine
necessary. The formation of any committee shall not require amendment of these By-
Laws. Any Committee shall have at least three members appointed by the President of
the Foundation and shall have such duties as may be delegated by the President.
ARTICLE IX
GENERAL FISCAL PROVISIONS
9.1 The fiscal year of the Foundation shall commence on the first day of
January in each year.
9.2 Funds of the Foundation shall be deposited in such bank or trust company
as the Trustees shall designate, and shall be withdrawn only upon the
check or order of such officer, officers or person as may be authorized by
the Board of Trustees and all such persons shall give bond in such sum
and with such sureties as may be required by the board of Trustees.
9.3 If it shall become necessary to issue notes, bonds, or other debentures, or
such other obligations of the Foundation, the same shall be authorized by
the Board of Trustees and all such obligations shall be executed only by
such officers as the Board of Trustees may authorize.
9.4 All books and accounts of the Foundation shall be audited by a certified
public accountant as specified in Section 4.7 and at such other times as
may be directed by the Board of Trustees.
ARTICLE X
AMENDMENTS
These By-Laws may be altered or amended by a majority vote of the Board of
Trustees at a regular quarterly meeting or at any special meeting with a majority of
members present and voting, provided that at least 30 days notice in writing shall have
been sent to each board member, stating the date of the meeting and the nature of the
proposed amendment.
ARTICLE XI
DISSOLUTION
In the event of dissolution of the Foundation, or in the event it shall lose its exempt
status under the Internal Revenue Code, the Foundation’s net assets shall be disposed
of exclusively for charitable purposes for the sight and/or hearing impaired or to such
organization(s) organized and operated exclusively for charitable, educational, literary
or scientific purposes for the sight and/or hearing impaired as shall at the time qualify as
exempt organization(s) under section 501 (c) (3) of the Internal Revenue Code,
included, but not limited to, the Lions Clubs of Multiple District 7 and its State Projects.