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CHAIRMAN: SCOTT
SNYDER
RESTATED AND AMENDED
BYLAWS
OF
SCOTTSDALE ROTARY CLUB
FOUNDATION
JULY 8,
2002
ARTICLE
I
Members
Section 1.
Members. There shall be two classes
of Membership in the Scottsdale Rotary Club Foundation (the
“Foundation”), to wit: (1) Active Members in good standing of the
Scottsdale Rotary Club; and (2) Honorary Members who shall be
elected to Membership by a majority vote of the Board of Directors
of the Foundation.
Section 2.
Voting Privileges.
Only active Members in good standing shall be entitled to
voting privileges at any annual or special meeting of the
Members.
Section 3.
Annual Meetings.
The annual meeting of the Members of the Foundation shall be
held at the same date and time in December of each year as the
annual meeting of the Rotary Club of Scottsdale. At the annual meeting, the
President or other Officer of the Foundation shall report to the
Members concerning the Foundation’s activities and finances, and
Members may consider such other business as may lawfully come before
them. In the event of
the failure to hold an annual meeting, such meeting may be called at
a later date upon request of ten (10) Members, a majority of the
Board of Directors, or by the President of the
Foundation.
Section 4.
Special Meetings.
Special meetings of the Members may be called by the
President, a majority of the Board of Directors, or ten (10) Members
having voting rights.
Section 5.
Notice of Meetings.
Written or printed notice stating the place, day and hour of
any meeting of Members shall be given to the Members by or at the
direction of the President or the Board of Directors calling the
meeting not less than ten (10) days before the date of such meeting
in any of the following ways: Personally, by mail, by electronic
communication or by placing same in the Rotary Club of Scottsdale
weekly bulletin. In
case of a special meeting, or when required by statute or by these
Bylaws, the purpose or purposes for which the meeting is called
shall be stated in the notice.
Section 6.
Quorum. A quorum shall be
constituted by one-third of the Members of the Foundation entitled
to vote at a meeting.
If a quorum is not present at any meeting of Members, a
majority of the Members present may adjourn the meeting from time to
time without further notice.
Section 7.
Manner of Acting. The majority voice vote of the Members
present at any meeting at which a quorum is present shall constitute
the act of the Members, except as otherwise required by law or these
Bylaws.
ARTICLE
II
Board of
Directors
Section 1.
General Powers.
The affairs of the Foundation shall be managed by its Board
of Directors.
Section 2.
Number, Tenure and Qualifications.
The number of Directors of the Foundation shall be thirteen,
consisting of the officers and directors of the Rotary Club of
Scottsdale, to wit: The most immediate Past President, President,
President Elect, Vice President, Secretary and Treasurer and the
other six Directors of the Rotary Club of Scottsdale. In addition,
the Immediate Past-President of the Foundation may, at his or her
election, also serve as a Director for a one year term. Each
Director shall serve for such term as is specified in the Bylaws of
the Rotary Club of Scottsdale, or until election of their successors
in accordance with the bylaws of the Rotary Club of
Scottsdale.
Section 3.
Regular Annual Meetings.
Regular annual meetings of the Board of Directors shall be
held without notice immediately after, and at the same place as, the
December monthly meeting of the Board of Directors of the Rotary
Club of Scottsdale, at which time those persons elected to serve as
officers and directors of the Rotary Club of Scottsdale for the
ensuing fiscal year shall be confirmed as the Officers and Directors
of the Foundation therefore.
Section 4.
Regular Quarterly Meetings. The Board of Directors shall meet
immediately after, and at the same place as, regular quarterly
meetings of the Board of Directors of the Rotary Club of
Scottsdale
Section 5.
Special Meetings.
Special meetings of the Board of Directors may be called by
or at the request of the President or a majority of
Directors.
Section 6.
Notice.
Notice of any
regular meeting of the Board of Directors of the Rotary Club of
Scottsdale shall be deemed sufficient notice of any regular monthly
meeting of the Board of Directors of the Foundation. Notice of any special
meeting of the Board of Directors shall be given at least two (2)
days prior thereto by either written or oral notice. Any Director may waive
notice of any meeting.
A Director’s presence at any meeting shall constitute a
waiver of notice thereof, except where a Director attends before a
meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or
convened.
Section 7.
Quorum.
A majority of the
Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. Any Director who is on
the telephone and able to hear and speak to other participants at a
meeting via speakerphone shall be deemed present therefore. If a quorum is not present
at any such meeting, a majority of the Directors present may adjourn
the meeting from time to time without further
notice.
Section 8.
Manner of Acting. The majority vote of the Directors at any
meeting at which a quorum is present shall constitute the act of the
Board of Directors, except as otherwise required by law or these
Bylaws. For purposes of
this Article II Section 8, the vote of any Director not present at a
meeting at which a quorum is present shall nevertheless be counted
and be deemed valid if, prior to a vote, such Director (1) delivers
such Director’s written vote on the exact motion voted upon at the
meeting to the Secretary or other Officer of the Foundation
personally, by mail or electronic communication, or (2) delivers
such Director’s written proxy to the Secretary of the Foundation
permitting another Director present to vote in such Director’s place
and such other Director then votes, or (3) votes by other methods
approved by the Board of Directors, all subject to the requirements
of law. Actions may also be taken without a meeting by written
consent of all Directors.
Section 9.
Conflict of Interest. Should any Director have a
substantial interest or conflict of interest, directly or
indirectly, with respect to any matter which comes before the Board
of Directors, such Director shall disclose same and refrain from
participating in discussing and voting on such
matter.
Section 10.
Vacancies.
A vacancy on the
Board of Directors shall occur upon the death, resignation, removal,
disqualification or other removal of a Director. In such event, the vacancy
shall be filled by the person appointed or elected by the Rotary
Club of Scottsdale to serve the unexpired portion of the term of
such Director.
Section 11.
Compensation.
Directors as such
shall not receive any compensation for their services, but nothing
herein contained shall preclude a Director from serving the
Foundation in any other capacity and receiving compensation
therefore.
ARTICLE
III
Officers
Section 1.
Officers.
The Officers of the Foundation shall consist of a president,
president-elect, vice-president(s), secretary, treasurer and such
other officers as may be elected in accordance with the provisions
of this Article or the Articles of Incorporation. The Board of Directors may
appoint or elect such other officers, including one or more
assistant secretaries and one or more assistant treasurers, as it
shall deem advisable, such officers to have the authority and
perform the duties described by the Board of Directors from time to
time.
Section 2.
Election and Term of Office.
The Officers of the Foundation shall be elected by the Rotary
Club of Scottsdale annually, or as soon thereafter as may be
convenient, as provided in this Article III Section 2. The immediate Past President
of the Rotary Club of Scottsdale shall serve as President of the
Foundation; the President of the Rotary Club of Scottsdale shall
serve as President Elect; the President Elect of the Rotary Club of
Scottsdale shall serve as First Vice President; The Vice President
of the Rotary Club of Scottsdale shall serve as Second Vice
President; the Secretary of the Rotary Club of Scottsdale shall
serve as Treasurer; and the Treasurer of the Rotary Club of
Scottsdale shall serve as Secretary. Election of the Officers by
the Scottsdale Rotary Club shall automatically be deemed to
constitute election to the respective offices of the
Foundation. New offices
may be created and filled at any meeting of the Board of Directors.
New Officers shall serve for one year commencing July 1st
of each year after election, or until successor Officers are duly
elected and qualified by the Rotary Club of Scottsdale and the term
of office commences.
Section 3.
Removal. Any Officer may be removed
by the Board of Directors whenever in its judgment the best
interests of the Foundation would be served thereby. Any officer of
the Rotary Club of Scottsdale who is removed from office and who is
then serving as an Officer of the Foundation shall automatically be
deemed removed as an Officer of the Foundation.
Section 4.
Vacancies.
A vacancy in any office shall occur upon the death,
resignation, removal, disqualification or other removal of an
officer. In such event,
the vacancy shall be filled by the person appointed or elected by
the Rotary Club of Scottsdale to serve the unexpired portion of the
term of such officer.
Section 5.
President.
The President of the Foundation shall be the principal
executive officer of the corporation. The President shall 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
authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases when the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws or by statute to some other officer of
the Foundation; and in general the President shall perform all
duties incident to the President, and such other duties as may be
prescribed by the Board of Directors from time to
time.
Section 6.
President Elect.
In the absence of the President or in the event of his
inability or refusal to act, the President Elect shall perform the
duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions of the
President. The
President Elect shall perform such other duties as may be assigned
by the President or the Board of Directors from time to
time.
Section 7.
Vice Presidents.
In the absence of the President and President Elect or in the
event of the inability or refusal to act by the President and
President Elect, the First Vice President, and then the Second Vice
President, respectively, shall perform the duties of the President,
and when so acting shall have all the powers of and be subject to
all the restrictions of the President. The First and Second Vice
Presidents shall perform such other duties as may be assigned by the
President or the Board of Directors from time to
time.
Section 8.
Treasurer.
The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Foundation; receive
and give receipts for moneys due and payable to the Foundation from
any source whatsoever, and deposit all moneys in the name of the
Foundation in such financial institutions or other depositories as
shall be selected; and in general perform all the duties incident to
the office of Treasurer, and such other duties as may be assigned by
the President or the Board of Directors from time to
time.
Section 9.
Secretary.
The Secretary shall keep the minutes of the meetings of the
Members and Board of Directors in one or more books provided for
such purpose; see that all notices are duly given in accordance with
the provisions of these Bylaws, or as required by law; be custodian
of the corporate records and seal of the Foundation, and see that
the seal is affixed to all documents, the execution of which on
behalf of the Foundation under its seal, is duly authorized in
accordance with the provisions of these Bylaws; and in general
perform all of the duties incident to the office of secretary, and
such other duties as may be assigned by the President or the Board
of Directors from time to time.
Section 10. Directors,
Non-Officers. The
Directors shall perform all duties incident to their positions and
any such other duties as may be assigned by the President or the
Board of Directors from time to time.
ARTICLE
IV
Committees
Section 1.
General.
The Foundation Board of Directors may establish
committees and prescribe the duties and authority of such committees
as they from time to time may determine is in the best interest of
the Foundation. The
number of committee members and their term shall be as determined by
the Board of Directors.
Section 2.
Committee Membership. The President shall
appoint the committee members and shall also designate the
chairperson of each committee, subject to approval of the Board of
Directors.
Section 3.
Standing Committees. The Foundation shall have a “Fundraising Committee” to promote
giving of charitable contributions to the Foundation, an “Investment
Committee” to invest cash and other assets received and a “Charity
Committee” to make recommendations to the Board of Directors for
making charitable contributions.
ARTICLE
V
Contracts, Checks,
Deposits and Funds
Section 1.
Contracts.
The Board of Directors may authorize one or more officers or
agents of the Foundation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Foundation, and such authority granted may be general or specific in
nature.
Section 2.
Checks.
All checks, drafts
or orders for the payment of money, notes or other evidence of
indebtedness issued in the name of the Foundation shall be valid
only when signed by two officers of the Foundation designated to
sign same by the Board of Directors, including without limitation,
the President, Secretary and Treasurer.
Section 3.
Deposits.
All funds of the Foundation shall be deposited into an
account or accounts of the Foundation’s at one or more financial
institutions selected by the Board of
Directors.
ARTICLE
VI
Books and
Records
The Foundation shall keep correct and complete books and
records of account, minutes of the meetings of its Members and Board
of Directors and the names and addresses of all active members at
the principal office of the Foundation. All books and records of the
Foundation may be inspected by any Member, or his agent or attorney,
for any reasonable purpose upon request at any reasonable
time.
ARTICLE
VII
Fiscal
Year
The fiscal year of the Foundation shall
commence on the first day of July and end on the 30th day
of June of the succeeding year.
ARTICLE
VIII
Waiver of
Notice
Whenever any notice is required to be given under the laws o
f the State of Arizona, or the Articles of Incorporation or Bylaws
of this Foundation, a waiver thereof may be signed by any person
entitled to such notice, whether before or after the time stated
therein, in which event such waiver of notice shall be deemed
equivalent to the giving of such notice.
ARTICLE
IX
Indemnification
This Foundation hereby indemnifies and holds
its Officers and Directors harmless from and against any liability
and expenses which may be incurred by its Officers and Directors by
reason of any act or omission to act of said persons on behalf of
the Foundation or in furtherance of the interests of the Foundation,
including but not limited to any expenses incurred in connection
with the defense of any proceeding or claim, provided (1) the
individual’s conduct was in good faith; (2) the individual acting in
his official capacity believed such conduct was in the best
interests of the Foundation, or in all other cases was at least not
opposed to its best interests; and (3) in the case of any criminal
proceedings, the individual had no reasonable cause to believe the
conduct was unlawful.
The foregoing indemnification is intended to fully comply
with Arizona law. As
such, such indemnification shall not apply to any conduct excepted
in Arizona Revised Statutes Sections 10-3202B1(a) - (d) and 10-3851D
(effective 1/1/99). And
for purposes of such indemnification, the words “Officer”,
“Director”, “Expenses”, “Liability”, “Proceeding” and “Official
Capacity” shall be as defined in Arizona Revised Statutes Section
10-3850 (effective 1/1/99).
Such obligation of indemnification shall be satisfied only
from Foundation assets.
ARTICLE
X
Amendments to
Bylaws
These by-laws may be amended at any regular
Board meeting, a quorum being present, by a two-thirds vote of all
members present, provided that notice of such proposed amendment
shall have been mailed to each member at least ten days before such
meeting.
ARTICLE
XI
Charitable
Contributions to the Foundation
Section 1.
Funding Options.
Members and other
donors may contribute tax deductible gifts to the Foundation in any
one or more of the following ways:
(1) Endowment Fund. Gifts to the Endowment Fund
shall be retained in perpetuity. The income derived from
investment of such gifts shall be utilized to make charitable
contributions, and any realized gain in value may also be utilized
for such purpose.
(2) Rotating Fund.
Happy Bucks, Fines, Pledges and other cash gifts shall be
allocated to the Rotating Fund. Such gifts shall be retained
until the beginning of the second fiscal year after receipt and then
utilized to make charitable contributions. All cash gifts received by
the Foundation which are not restricted under Section 3 of this
Article XI shall be allocated to the Rotating Fund.
(3) Special Projects Fund. Gifts to the Special
Projects Fund may be utilized anytime after
receipt.
Section 2.
Assets Contributed. Members and other donors may
contribute cash, securities, real estate and other assets to the
Foundation; however, the Foundation Board of Directors shall have
the right, in its discretion, to refuse to accept (1) any asset
contributed except cash; and/or (2) any restricted gift. For purposes of these
Bylaws, contributions “in-kind” shall include any item which must be
stored at the Foundation’s expense. The Foundation may be named as a
beneficiary under any Will, Trust, life insurance policy, annuity,
or other entity.
Section 3. Restricted
Gifts. Any
Foundation Member or other donor may require that cash gifts
exceeding $100 to the Foundation be allocated (1) to one or more of
the Funds described in Section 1 of this Article XI; and/or (2) to
any category of charity described in Article XII. Any such funds are hereby
designated as “Restricted Gifts”. All contributions in-kind
shall be allocated to the Special Projects Fund.
Section 4.
Investment and Management of Foundation
Assets. The
Board of Directors shall hold, invest, manage and administer all
funds and property of the Foundation. In furtherance of this
responsibility, in addition to the powers otherwise granted by
statute or these Bylaws, the Board of Directors is authorized to do
the following:
(1) To sell, lease, transfer or exchange all or any
part of the property of the Foundation at such prices and upon such
terms and conditions and in such manner as they deem
best;
(2) To execute and deliver any proxies, securities or
real estate as they deem suitable for the investment of Foundation
funds;
(3) To invest and reinvest in such loans, securities
or real estate as they deem suitable for the investment of
Foundation funds;
(4) To adopt budgets and appropriate funds for
activities of the Foundation;
(5) To select and employ suitable agents and
attorneys, including the employment of investment managers to whom
may be delegated such powers in managing and investing the funds of
the Foundation as the Board of Directors may deem advisable, and as
the laws of Arizona may permit, and to pay their reasonable
compensation and expenses; and
(6) To pay all necessary expenses of administering the
Foundation out of the funds of the Foundation, including
out-of-pocket expenses incurred by a Director, unless otherwise
provided by the Board of Directors.
ARTICLE
XII
Guidelines for
Charitable Contributions by the Foundation
Section 1.
Charitable Contributions. The Foundation shall
make charitable contributions in accordance with the following
guidelines:
(1) Charitable contributions to Scottsdale area schools
and/or to schools in Arizona for educational scholarships for
students deemed worthy and needy;
(2) Charitable contributions for youth activities and to
youth organizations within, or substantially benefiting, the
Scottsdale area and/or Arizona;
(3). Other charitable organizations within, or
substantially benefiting, the Scottsdale area and/or
Arizona;
(4) Charitable organizations
which help alleviate suffering in a time of crisis, wherever
situated; and
(5) Other charitable
organizations approved by a majority of the Members of the
Foundation.
Section 2.
Contributions In-Kind. The Foundation may
make charitable contributions in-kind to any charitable organization
deemed needy and worthy, wherever situated.
ARTICLE
XIII
Financial
Reports
Section 1.
Books and Financial Records. The Board of Directors shall provide
accurate books and records of
the receipts, expenditures, investments, properties and all other
assets of the Foundation to the end that all property received shall
be devoted exclusively to the purposes set forth in the Articles of
Incorporation and these Bylaws.
Section 2.
Reports.
The Treasurer of the Foundation shall periodically notify the
Directors of the status of Foundation appropriations and the amount
of money that is available to further the purposes of the
Foundation.
Section 3.
Financial Review. The Board of Directors shall
annually appoint a Director or other Member of the Foundation to
review the accounts of the Foundation, including without limitation,
its receipts and expenditures, and furnish a written report of such
review to the Board of Directors. The Board of Directors may,
in its discretion, require an annual certified
audit.
I, the undersigned Secretary of this corporation, do hereby
certify that the foregoing “Bylaws of Scottsdale Rotary Foundation”
were amended , restated and adopted at a regular meeting of the
Board of Directors of the Scottsdale Rotary Foundation held on July
8, 2002.
Tom Sadvary
Secretary
Approved:
John Auran
President | 
