Walnut Council Foundation

Bylaws

As adopted June 12, 2000
As amended March 7, 2002
As amended June 24, 2002

Preamble

The corporation is a support organization for the Walnut Council, Inc. of Indiana, organized to be completely controlled by the Board of Directors of the Walnut Council, Inc., unless otherwise affirmatively indicated. Use of masculine pronouns herein shall be deemed to include the feminine person.

Article 1

The principal office of the corporation shall be located in Boone County, Indiana. The registered office of the corporation required to be maintained in Indiana by its Not-for-Profit Corporation Act may at any time be, but need not be, identical with the principal office.

Article 2

Purposes

Section 1

The purposes for which the corporation is formed are set forth in its Certificate of Incorporation and as stated herein. The Walnut Council Foundation, Inc. was created exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, which are incorporated by reference into these By-Laws and will govern the action of its Directors and give to such Directors direction as to the application of funds created for this purpose.

Section 2

  1. The corporation will distribute its income for each tax year at such time and in such manner as not be become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding section of any future federal tax code.
  2. The corporation will not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  3. The corporation will not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  4. The corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or corresponding section of any future federal tax code.
  5. The corporation will not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article 3

Board of Directors

Section 1

BOARD OF DIRECTORS

There shall be a seven (7) person Board of Directors of the corporation of high moral, mental and experience for the sole purpose of distributing the income. The persons so selected shall constitute the Board of Directors of the corporation

Section 2

GENERAL POWERS

The affairs of the corporation shall be managed by its Board of Directors.

Section 3

NUMBER, TENURE AND QUALIFICATIONS

The number of Directors shall be seven (7). Each Director shall hold office until his or her successor is elected. In the event of a vacancy by death or resignation, the Walnut Council Board of Directors shall elect a successor to fill such vacancy.

Section 4

REGULAR MEETINGS

Regular meetings of the Board shall be held in the months of March/April, July/August and October/November at such place as the Board may designate. The July/August meeting shall constitute the annual meeting of the Board.

Section 5

SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of any one Director. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meetings of the Board called by them.

Section 6

NOTICE

Notice of any special meeting of the Board of Directors shall be given at least fourteen (14) days prior thereto by written notice delivered personally or sent by mail to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting shall be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.

Section 7

QUORUM

A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 8

VACANCIES

The Board of Directors of the Walnut Council may at any time elect a successor to fill any vacancy on the Board.

Article 4

Officers

Section 1

OFFICERS

The officers of the corporation shall be a President, a Vice-President, a Secretary/Treasurer, three (3) Board Members and the sitting President of the Walnut Council, Inc.

Section 2

ELECTION AND TERM OF OFFICE

The officers of the corporation shall be elected at the annual meeting of the Board of Directors. At the first annual meeting, two (2) officers will be elected for a one year term, two (2) for a two (2) year term and two (2) for a three (3) year term. Thereafter each officer will serve for a three (3) year term.

Section 3

PRESIDENT

The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the Board of Directors. He 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 where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by Statute to some other officer or agent of the corporation; and in general he shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 4

VICE-PRESIDENT

In the absence of the President, or in the event of his inability to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all of the powers and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 5

SECRETARY/TREASURER

If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these By-Laws. The Secretary/Treasurer shall keep the Minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records; and perform all duties incidental to the office of Secretary/Treasurer and such other duties as from time to time may be assigned to him by the President of Board of Directors

Article 5

Committees

Section 1

GENERAL

The Board of Directors may establish any standing and special committees.

Section 2

APPOINTMENTS

Appointments to all committees and the designation of the Chairman of each shall be made by the President, subject to the confirmation of the Board of Directors at its first meeting after appointment.

Article 6

Contracts, Checks, Deposits and Funds

Section 1

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 By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2

FINANCIAL INSTRUMENTS

All financial instruments shall be signed by the Secretary/Treasurer or such agent as shall be designated by the Board of Directors.

Section 3

DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4

GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the corporation.

Article 7

Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep Minutes of the meetings of the Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and address of the members entitled to vote. All books and records of the corporation may be inspected by any officer or his agent or attorney for any proper purpose at any reasonable time.

Article 8

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.

Article 9

Seal

The Board of Directors may provide a corporate seal.

Article 10

Waiver of Notice

Whenever any notice is required to be given under the Statutes of Indiana, or under the provisions of the Articles of Incorporation or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article 11

Amendments

These By-Laws may be altered, amended or repealed and new By-Laws be adopted by a two-thirds (2/3) majority of the Directors present at any regular meeting or any special meeting.

Article 12

Dissolution

A dissolved corporation continues the corporation's corporate existence, but may not carry on activities, except those appropriate to wind up and liquidate the corporation's affairs, including (1) preserving and protecting the corporation's assets and minimizing the corporation's liabilities; (2) discharging or making provision for discharging the corporation's liabilities and obligations; (3) disposing of the corporation's properties that will not be distributed in kind; (4) returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance that occurs by reason of the dissolution, in accordance with the condition; (5) transferring, subject to any contractual or legal requirements, the corporation's assets as provided in or authorized by the corporation's Articles of Incorporation or By-Laws; (6) doing any other act necessary to wind up the corporation's affairs and liquidate the corporation's assets, including the transfer of any escheated assets to the State under IC 23-17-301 (b).

Dissolution of a corporation does not (1) transfer title to the corporation's property; (2) subject the corporation's Directors or officers to standards of conduct different from those under this title; (3) change quorum or voting requirements for the corporation's Board of Directors or members; requirements for amending the corporation's By-Laws; (4) prevent commencement of a proceeding by or against the corporation in the corporation's corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (6) terminate the authority of a Registered Agent.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.



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