Copied below is a draft of updated by-laws for GA-TACF that will be presented and adopted at the annual meeting at UGA, May 11.
Many thanks to Scott Laseter for re-drafting these by-laws.
Please excuse formatting errors and use horizontal scroll bars to read through long paragraphs.
BYLAWS OF THE GEORGIA CHAPTER OF THE AMERICAN CHESTNUT FOUNDATION, INC. Incorporated under the laws of the State of Georgia These are the Bylaws of Georgia Chapter of the American Chestnut Foundation adopted and made effective as of the __ day of ___, 2024. TABLE OF CONTENTS Page ARTICLE ONE - Name, Location, and Offices............................................................... 1 Section 1.1 Name..................................................................................................... 1 Section 1.2 Registered Office and Agent................................................................ 1 Section 1.3 Other Offices........................................................................................ 1 ARTICLE TWO - Purpose and Governing Instruments................................................ 1 Section 2.1 Nonprofit Corporation.......................................................................... 1 Section 2.2 Charitable Purposes.............................................................................. 1 Section 2.3 Governing Instruments......................................................................... 2 ARTICLE THREE – Membership ................................................................................... 2 Section 3.1 Qualification of Members.................................................................... 2 Section 3.2 Voting Rights and Role in Governance................................................ 2 Section 3.3 Annual Membership Meeting and Election of Directors..................... 2 Section 3.4 Equal Opportunity................................................................................ 3 ARTICLE FOUR - Board of Directors............................................................................. 3 Section 4.1 Authority and Responsibility of Board of Directors............................ 3 Section 4.2 Board of Directors................................................................................ 4 Section 4.3 Manner of Appointment and Term of Office....................................... 4 Section 4.4 Directors Elections............................................................................... 4 Section 4.5 Removal................................................................................................ 4 Section 4.6 Vacancies.............................................................................................. 4 Section 4.7 Compensation....................................................................................... 4 ARTICLE FIVE – Meetings of the Board of Directors................................................... 5 Section 5.1 Notice, Place of Meeting and Attendance............................................ 5 Section 5.2 Annual Membership and Board Meeting and Organizational Meeting 5 Section 5.3 Regular Meetings; Notice..................................................................... 5 Section 5.4 Special Meetings; Notice...................................................................... 5 Section 5.5 Waiver.................................................................................................. 5 Section 5.6 Quorum................................................................................................. 5 Section 5.7 Vote Required for Action..................................................................... 6 Section 5.8 Action by Directors Without a Meeting............................................... 6 Section 5.9 Telephone and Similar Meetings.......................................................... 6 Section 5.10 Adjournment....................................................................................... 6 ARTICLE SIX – Officers and Agents............................................................................... 6 Section 6.1 Number and Qualifications.................................................................. 6 Section 6.2 Election and Term of Office................................................................. 6 Section 6.3 Other Agents......................................................................................... 6 Section 6.4 Removal................................................................................................ 7 Section 6.5 Vacancies.............................................................................................. 7 Section 6.6 President............................................................................................... 7 Section 6.7 Vice President....................................................................................... 7 Section 6.8 Secretary............................................................................................... 7 Section 6.9 Treasurer............................................................................................... 8 ARTICLE SEVEN - Committees of Directors................................................................. 8 Section 7.1 Executive Committee ......................................................................... 8 Section 7.2 Finance Committee............................................................................... 8 Section 7.3 Resource Development Committee...................................................... 8 Section 7.4 Governance Committee........................................................................ 9 Section 7.5 Other Committees of Directors............................................................ 9 Section 7.6 Term of Appointment........................................................................... 9 Section 7.7 Vacancies.............................................................................................. 9 Section 7.8 Quorum …………………………………………………………….... 9 Section 7.9 Rules ……………………………………………………………….... 9 ARTICLE EIGHT - Contracts, Checks, Deposits, and Funds....................................... 10 Section 8.1 Contracts............................................................................................... 10 Section 8.2 Checks, Drafts, Notes, Etc.................................................................... 10 Section 8.3 Deposits................................................................................................ 10 Section 8.4 Gifts...................................................................................................... 10 ARTICLE NINE - Indemnification and Insurance.......................................................... 10 Section 9.1 Non-Liability of Directors.................................................................... 10 Section 9.2 Indemnification of Directors……………………………………….... 10 Section 9.3 Indemnification Not Exclusive of Other Rights................................... 11 Section 9.4 Insurance............................................................................................... 11 ARTICLE TEN - Miscellaneous........................................................................................ 11 Section 10.1 Books and Records............................................................................. 11 Section 10.2 Corporate Seal.................................................................................... 11 Section 10.3 Fiscal Year.......................................................................................... 11 Section 10.4 Internal Revenue Code....................................................................... 11 Section 10.5 Construction....................................................................................... 11 Section 10.6 Table of Contents; Headings.............................................................. 12 Section 10.7 Relation to Articles of Incorporation.................................................. 12 ARTICLE ELEVEN - Amendments................................................................................. 12 Section 11.1 Power to Amend Bylaws.................................................................... 12 Section 11.2 Conditions........................................................................................... 12 ARTICLE TWELVE - Tax Exempt Status...................................................................... 12 Section 12.1 Tax-Exempt Status............................................................................. 12 ARTICLE THIRTEEN - Director or Officer Conflicts of Interest................................ 12 Section 13.1 Conflict of Interest Transaction.......................................................... 12 Section 13.2 Fairness to the Corporation................................................................ 13 Section 13.3 Remedies for Violation of Conflict of Interest Requirements........... 13 ARTICLE FOURTEEN - Adoption of Bylaws................................................................. 13 ARTICLE ONE Name, Location, and Offices
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The name of this corporation shall be “THE GEORGIA CHAPTER OF THE AMERICAN CHESTNUT FOUNDATION, INC.”
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Registered Office and Agent. The corporation shall maintain a registered office in the State of Georgia and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code or any amended or successor statute governing the corporation.
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Other Offices. The principal office of the corporation shall be located in the State of Georgia. The corporation may have other offices at such place or places, and may conduct its affairs, within or outside the State of Georgia, as the Board of Directors may determine from time to time, or as the affairs of the corporation may require or make desirable.
ARTICLE TWO Purposes and Governing Instruments
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Nonprofit Corporation. The corporation shall be organized and operated as a nonprofit corporation under the provisions of the Georgia Nonprofit Corporation Code.
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Charitable Purposes. The corporation is a voluntary association of individuals and organizations the purposes of which, as set forth in the articles of incorporation, are exclusively charitable within the meaning of section 501(c)(3) of the Internal Revenue Code. The corporation was organized, and at all times shall be operated, to promote preservation and restoration of the American Chestnut tree in Georgia and elsewhere, and to carry out such other charitable purposes as the Board of Directors shall determine in its discretion and as are not inconsistent with the articles of incorporation and these bylaws. In furtherance of such purposes, the corporation shall have full power and authority:
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To make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code;
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To make distributions for other charitable purposes;
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To receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the governing instruments of the corporation, as the same shall be amended from time to time; and
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To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as determined by the Board of Directors in its discretion, to carry out any of the purposes of the corporation, as set forth in the articles of incorporation and these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code).
(e) The corporation shall serve only such purposes and functions and shall engage only in such activities as are consonant with the purposes set forth in this Article Two and as are exclusively charitable and are entitled to charitable status under section 501(c)(3) of the Internal Revenue Code.
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Governing Instruments. The corporation shall be governed by its articles of incorporation and these bylaws.
ARTICLE THREE Membership in The Georgia Chapter of the American Chestnut Foundation
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Qualification of Members. Any individual interested in the objectives of The Georgia Chapter of the American Chestnut Foundation may become a member (a “Member”) and maintain membership automatically by becoming a member and maintaining membership in The American Chestnut Foundation (the “Foundation”) according to such requirements as the Foundation may establish from time to time. Members will enjoy all privileges of both being a Member and having membership in the Foundation. Membership dues shall be set by the Foundation, and a person will lose the privileges of being a Member if dues required by the Foundation are not paid within four (4) months of being due.
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Voting Rights and Role in Governance. Each Member will be entitled to cast one vote in any election or other matter for which a vote of the membership is required. While retaining all duties and authority granted under applicable law or the articles of incorporation, the Board of Directors will seek when practicable and give due consideration to the views, advice, and counsel of the Members on all important questions of management, governance, and direction of the corporation.
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Annual Membership Meeting and Election of Directors. The Board of Directors will convene an Annual Membership Meeting in the Spring at which the President will preside and present a recommended slate of Directors, a summary report regarding the state of the chapter, seek the advice and counsel of the Members on the business of the affairs of the corporation, and undertake such other activities as may properly come before the meeting. The Secretary of the corporation will send notice of the Annual Membership Meeting to all Members using the contact information available to the corporation at least (30) days in advance of the Annual Membership Meeting, which notice shall include a request for nominations for open Director positions which, absent good cause as determined in the discretion of the President, will be included in the slate presented for election. The number of Director positions shall be set by vote of the Members present at the Annual Meeting (either physically or by electronic means) at a total equal at least to the larger of: (a) the number of Directors whose terms will not have expired following with Annual Meeting; or (b) three (3); and no more than the lesser of: (y) the number of Directors whose terms will not have expired following with Annual Meeting plus the number of nominated candidates presented for election; or (z) twenty-one (21). Directors shall be elected by a majority of Members present at the Annual Meeting (either physically or by electronic means). The Annual Membership Meeting may be held at such locations or by such electronic means as allowed for meeting of the Board of Directors under Article Five. A quorum of the Board of Directors will constitute a quorum of the Membership for purposes of all meetings of Members.
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Equal Opportunity. The Georgia Chapter of the American Chestnut Foundation does not discriminate on the basis of race, ethnicity, gender, sexual orientation, national origin, religion, marital status, genetic identification, political affiliation, or disability in any of the affairs of the organization.
ARTICLE FOUR Board of Directors
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Authority and Responsibility of the Board of Directors.
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The authority of the corporation and the governance and management of the affairs of the corporation shall be vested in the Board of Directors; and all the powers, duties, and functions of the corporation conferred by the articles of incorporation, these bylaws, state statutes, common law, court decisions, or otherwise, shall be exercised, performed, or controlled by or under the authority of the Board of Directors. The governing body of the corporation shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the management, affairs, and property of the corporation; shall determine its policies or changes therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall any actions be taken that are inconsistent with the articles of incorporation, these bylaws, or applicable law and regulations.
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The Board of Directors shall not permit any part of the net earnings or capital of the corporation to inure to the private benefit of any member, trustee, officer, director, or other private person or individual.
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The Board of Directors may, from time to time, appoint, as advisors, persons whose advice, assistance, and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the corporation.
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The Board of Directors is authorized to employ or retain such person or persons, including an executive director or officer, attorneys, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons.
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Board of Directors. The Board of Directors of the corporation shall consist of the number of Directors set by the method provided in Section 3.3, elected in the manner prescribed in said Section 3.3. Members of the Board of Directors of the corporation must be Members as defined in Section 3.1.
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Manner of Appointment and Term of Office. The directors of the corporation (the “Directors”) shall be elected by a vote of the Members as provided in Section 3.3 of these bylaws. Each director so elected shall take office at the time stated herein, shall serve an initial term of two (2) years or until her or his earlier death, resignation, retirement, disqualification, or removal, and may be so elected by the Members to serve additional terms. Terms of the directors will be staggered to the extent practical so that terms of approximately half the Directors expire each year.
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Directors Elections. Prior to the Annual Board Meeting each year, the Governance Committee of the Board shall make an assessment of skills needed on the Board of Directors. Said Committee will solicit nominees from the Members and from the rest of the Directors and shall set forth its recommendations to the President for presentment at the Annual Members Meeting as contemplated by Section 3.3. It is anticipated that Directors will begin their first term at the Organizational Board Meeting contemplated by Section 5.2. Each Director’s term will end at the Annual Board Meeting two (2) years later. Notwithstanding the foregoing, the Board of Directors may fill vacancies by a vote in the manner provided by Section 4.6 of these bylaws.
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Removal. Any Director may be removed, either for or without cause, by the vote of a 2/3rd majority of directors present at any regular or special meeting of the Board of Directors provided a quorum is present and notice of intention to act upon such matter shall have been given in the notice calling such meeting. A removed Director's successor may be elected at the same meeting in the manner provided in Section 4.6.
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Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause, including the authorization of an increase in the number of directors, may be filled in the manner set forth in Section 5.7 or 5.8. The first term of any Director elected to fill a vacancy shall run for one (1) year beyond the next Annual Meeting following his or her election.
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Compensatio Nothing contained in the governing instruments of the corporation shall be construed to prevent any Director from serving the corporation in any capacity and receiving reasonable compensation approved by the Board of Directors for services rendered to, and in furtherance of the purposes and functions of, the corporation, such payment of compensation to be first evaluated to identify any conflict of interest.
ARTICLE FIVE Meetings of the Board of Directors
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Notice, Place of Meetings, and Attendance. The Secretary or his/her designee shall provide notice to all Directors of the time, date, and place of each meeting of the Board authorized by this Article Five. Notice of the Annual Membership Meeting and Organizational Board Meeting contemplated by Section 5.2 and Regular Board Meetings contemplated by Section 5.3 shall be given no fewer than seven (7) days nor more than thirty (30) days before such meeting, provided notice may be waived by the unanimous consent of all Directors. Meetings of the Board of Directors may be held at any place within or outside the State of Georgia, or may be held by telephone conference call, computer, or other virtual connection, as may be set forth in the notice thereof or, in the event of a meeting held pursuant to waiver of notice, as reflected in the unanimous waiver. Each director must make every effort to attend all meetings of the Board. If a director cannot attend a meeting, she/he shall notify the President. Failure to attend at least 50% of the meetings during any year may result in a director’s removal from the board by a vote of the Board of Directors in the manner provided by Section 3.5 of these bylaws.
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Annual Membership and Board Meeting and Organizational Meeting. The Board shall hold an Annual Board Meeting contemporaneously or simultaneously with the Annual Membership Meeting. The purposes of the Annual Membership Meeting shall include electing new Directors and such other business as may properly come before the Membership. As soon as practicable following the election of new Directors at an Annual Membership Meeting, the newly elected Board shall hold an Organizational Meeting during which it will elect officers as may be needed to fill any vacancies. Unless held on the same day and at the same location or by the same electronic method as the Annual Board Meeting, the notice requirements for meetings under Section 5.1 will apply to Organizational Meetings.
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Regular Meetings; Notice. Regular meetings of the Board of Directors will be held from time to time between Annual Board Meetings at such times, on such dates, and at such places as the President may prescribe.
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Special Meetings; Notice. Special Meetings of the Board of Directors may be called by or at the request of the President or by a majority of the Directors in office at that time. Notice of the time, date, place, and purpose of any Special Meeting of the Board of Directors shall be given by the Secretary, or his/her designee, in accordance with the provisions of Section 5.1 at least twenty-four (24) hours before such meeting.
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Waiver. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called.
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Quorum. At meetings of the Board of Directors, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.
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Vote Required for Action. Except as otherwise provided in these bylaws or by law, the act approved by a majority of the Directors present at a meeting or in the circumstances contemplated by Section 5.8 at which a quorum is present at the time shall be the act of the Board of Directors. Adoption, amendment, and repeal of a bylaw are provided for in Article Eleven of these bylaws.
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Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if convening a meeting would be impractical and both (a) all Directors receive actual notice of the proposed action or actions; and (b) a majority of the Directors evidence their consent in writing or other equally reliable electronic means, which consent shall set forth the action so taken, said majority consenting to the action without a meeting constituting a quorum for purposes of Section 5.6. Such consent shall have the same force and effect as a majority vote at a meeting duly called. Documentary evidence of the notices and consents required in this Section 5.8 shall be placed in the minute book or other official records of the corporation.
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Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone, computer connection, or similar methods using real-time communications.
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Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may be adjourned by a majority of the directors present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting that was adjourned.
ARTICLE SIX Officers and Agents 6.1 Number and Qualifications. The officers of the corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the corporation, but the corporation shall not be required to have at any time any officers other than a President, a Vice President, a Secretary, and a Treasurer. Any two (2) or more offices may be held by the same person. 6.2 Election and Term of Office. The officers of the corporation shall be elected by the Board of Directors in accordance with Section 5.7 of these bylaws. It is anticipated that such election of officers will occur at the Organizational Board Meeting. The officers shall be elected for a term of two (2) years or until their earlier death, resignation, removal, retirement, or disqualification, and may be reelected by the Board for additional terms.
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Other Agents. The Board of Directors may appoint from time to time such agents it may deem necessary or desirable to perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
6.4 Removal. Any agent elected or appointed by the Board of Directors may be removed at any regular, special, or annual meeting of the Board of Directors, by a vote in the manner provided under Section 5.7 of these bylaws. However, any such removal shall be without prejudice to the contract rights, if any, of the agent so removed, subject to the terms of any such contract.
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Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Directors.
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President. The President shall be the chief executive officer of the corporation and shall preside at all meetings of the Membership or Board of Directors.
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The President shall also serve as the chair, with right to vote, of the executive committee of the Board of Directors and as a voting member, ex officio, of all other committees of directors.
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Consistent with the mission of the corporation and the resolutions of the Board of Directors, the President shall be authorized to sign checks, drafts, and other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, and statements and reports required to be filed with government officials or agencies; and he or she shall be authorized to enter into any contract or agreement and to execute in the corporate name, any instrument or other writing, and he or she shall see that all orders and resolutions of the Board of Directors are carried into effect.
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The President shall appoint all Committee Chairs and shall work with those Committee Chairs to appoint the members of the Committee.
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Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of the President. The Vice President shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.8 Secretary.
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The Secretary, or his/her designee, shall attend all meetings of the Board of Directors and record, or cause to be recorded, all votes, actions, and the minutes of all proceedings and shall perform, or cause to be performed, like duties for the executive and other committees when required.
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The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors.
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The Secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors or the President, affix it to any instrument requiring it. When so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or an assistant Secretary.
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The Secretary shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.9 Treasurer.
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The Treasurer shall have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements of the corporation and shall deposit all monies and other valuables in the name and to the credit of the corporation into depositories designated by the Board of Directors.
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The Treasurer shall disburse the funds of the corporation as ordered by the Board of Directors, and prepare, or cause to be prepared, financial statements each month or at such other intervals as the Board of Directors shall direct.
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If required by the Board of Directors, the Treasurer shall give the corporation a bond (in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board) for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement, or removal from office of all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his or her control belonging to the corporation, provided the corporation will reimburse the Treasurer for any costs associated with securing such bond.
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The Treasurer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
ARTICLE SEVEN Committees of Directors
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Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the affairs of the corporation between meetings of the Board of Directors; but the delegation thereto of authority may be revoked or countermanded by the Board of Directors and shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.
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Finance Committee. The Finance Committee shall have responsibility for the annual budget, tracking expenditures, tuition structure, and banking relationships. The Treasurer shall serve as Chair of the Finance Committee, and the Finance Committee shall consist of those members of the Board of Directors selected by the President in collaboration with the Treasurer. Non-Director Members may be added to the committee if such individuals have the requisite skills to assist the committee in its work.
7.3 Resource Development Committee. The Resource Development Committee shall have responsibility for marketing, branding, and fundraising. The Resource Development Committee shall consist of at least three members of the Board of Directors appointed by the President and may also include non-Director Members whose skill and expertise will help the Committee in its work. The Resource Development Committee shall consist of those members of the Board of Directors selected by the President in collaboration with the Resource Development Committee Chair.
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Governance Committee. The Governance Committee shall consist of at least 3 members of the board appointed by the President, one of whom the President shall appoint as chair of the Governance Committee. The Committee will have responsibility for recommending amendments to the bylaws, undertaking succession planning for the Board Leadership, nominating candidates to serve on the Board of Directors and as officers, and performing such other activities as may be necessary to ensure the proper governance of the corporation. As stated in Article Four, the Committee shall have responsibility for identifying and nominating candidates for Directors and as officers of the corporation. The candidates shall be presented by the Committee to the Board for approval and election in accordance with Section 5.7 of these bylaws.
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Other Committees of Directors. President may establish other committees, each consisting of at least two Directors, as the President may decide would be beneficial to the affairs of the corporation. Further, the Board of Directors may create other committees by a resolution adopted by a majority of directors present at a meeting at which a quorum is present. Except as otherwise decided by the Board of Directors, members of each such committee shall be appointed by the President and may include non-Director Members.
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Term of Appointment. Each member of a committee not expressly designated by these By-Laws shall continue at the pleasure of the President or until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall resign or be removed from such committee by a vote of the Board of Directors, or unless such member shall cease to qualify as a member thereof.
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Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
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Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee.
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Rules. Each committee may adopt rules for its own governance, so long as such rules are not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE EIGHT Contracts, Checks, Deposits, and Funds
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Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Such a grant of authority must be in accordance with Section 4.7 and may be general or confined to specific instances.
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Checks, Drafts, Notes, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such other manner as may from time to time be determined by resolution of the Board of Directors in the manner provided in Section 5.7 of these bylaws. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant Treasurer and countersigned by the President or a Vice President of the corporation.
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Deposits. All funds of the corporation shall be deposited promptly to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
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Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
ARTICLE NINE Indemnification and Insurance 9.1 Non-Liability of Directors. No Director or former Director of the corporation shall be personally liable for the debts, liabilities, or other obligations of the corporation. No Director or former Director shall be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director, except (1) for any appropriation, in violation of such Director's duties, of any business opportunity of the corporation, (2) for acts or omissions which involve intentional misconduct or a knowing violation of law, (3) for the types of liability set forth in Sections 14-3-860 through 14-3-864 of the Code of Georgia as amended from time to time (dealing with "conflicting interest transactions"), or (4) for any transaction from which the Director received an improper personal benefit. Any repeal or modification of this Article shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be a Director of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such person. 9.2 Indemnification of Directors. The Directors and Officers of the corporation shall be indemnified against any and all losses, costs, and expenses associated with claims, demands, causes of action, suits, or other legal proceedings arising out of service on the Board to the fullest extent permissible under the laws of the State of Georgia and subject only upon such limitations created under these bylaws. 9.3 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 9.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. 9.4 Insurance. To the extent permitted by Georgia law, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise. ARTICLE TEN Miscellaneous
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Books and Records. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. The corporation shall keep at its registered or principal office a record giving the names and addresses of the directors and any other information required under Georgia law.
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Corporate Seal. The Board of Directors may adopt a corporate seal (of which there may be one or more exemplars) in such form as it may from time to time deem necessary or desirable.
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Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the corporation and to change the same from time to time, as it deems appropriate.
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Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Law, and to all regulations issued under such sections and provisions.
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Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. Whenever a writing, written document, or notice is required by these bylaws, such writing, written document, or notice may take the form of electronic mail or a written document signifying approval by the requisite number of directors; the approval of individual directors taken shall constitute the writing or written document, which shall be maintained by the Secretary. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:
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The remainder of these bylaws shall be considered valid and operative; and
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Effect shall be given to the intent manifested by the portion held invalid or inoperative.
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Table of Contents; Headings. The table of contents and headings are for organization, convenience, and clarity. In interpreting these bylaws, it shall be subordinated in importance to the other written material.
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Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the Articles of Incorporation.
ARTICLE ELEVEN Amendments 11.1 Power to Amend Bylaws. The Board of Directors shall have the power to alter, amend, or repeal these bylaws or adopt new bylaws. 11.2 Conditions. Action by the Board of Directors with respect to the existence, form, or content of these bylaws shall be taken by the affirmative vote of a majority of all of the directors then holding office, documentary evidence of which shall be recorded in the minutes of the corporation. ARTICLE TWELVE Tax-Exempt Status 12.1 Tax-Exempt Status. The affairs of the corporation at all times shall be conducted in such a manner as to assure the corporation's status as an organization qualifying for exemption from taxation pursuant to section 501(c)(3) of the Internal Revenue Code. ARTICLE THIRTEEN Director or Officer Conflicts of Interest 13.1 Conflict of Interest Transaction. No director or officer of the corporation, or any family member of such director or officer, or any corporation, partnership, association, trust, or other entity in which such director or officer, or family member of such director or officer, serves as a director, officer, partner, or trustee, or has a financial interest, shall be permitted to enter into any contract or transaction with the corporation unless:
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Such director or officer discloses to the Board of Directors of the corporation the material facts as to his or her or his or her family member's relationship with or interest in the entity proposing to enter into the contract or transaction with the corporation, and the Board of Directors authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors (even though the disinterested directors may constitute less than a quorum); and
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The contract or transaction is fair to the corporation.
13.2 Fairness to the Corporation. Factors to be considered in determining whether the contract or transaction is "fair" to the corporation include an examination of the following: The price and terms of the contract or transaction (the price and terms of the contract or transaction may vary, but must be on a level which the Board of Directors would accept in an arm's-length negotiation, in light of the knowledge that the Board of Directors would reasonably have acquired in the course of such negotiation); and
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Whether the Board of Directors would reasonably determine that the contract or transaction was in the best interests of the corporation.
13.3 Remedies for Violation of Conflict of Interest Requirements. If a director or officer of the corporation, or any family member of such director or officer, or any corporation, partnership, association, trust, or other entity in which such director, officer, or family member of such director or officer serves as a director, officer, partner, or trustee, or has a financial interest, enters into any contract or transaction with the corporation without complying with the requirements described above, the Board of Directors may, at its sole discretion:
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Void the contract or transaction in its entirety and recover from such director or officer any damages and expenses suffered or incurred by the corporation as a result of the contract or transaction; or
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Modify the price and terms of the contract or transaction so that the corporation receives a price and terms comparable to what the corporation would receive in an arm's-length negotiation.
ARTICLE FOURTEEN Adoption of Bylaws The duly elected Board of Directors of the corporation adopted these bylaws by vote held on ___, 202__, to become effective immediately. APPROVED: THE GEORGIA CHAPTER OF THE AMERICAN CHESTNUT FOUNDATION, INC. By:___________________________ XXX, President ATTEST: XXX, Secretary [CORPORATE SEAL]
