Appendix B

 

White River Rotary Charitable Fund

 

BYLAWS ARTICLE ONE

Offices and Agents

 

 

Section 1 The principal office of the corporation shall be located at the First Inter-State Bank Building, White River Junction, Town of Hartford, County of Windsor, State of Vermont. The corporation may have such other offices either within or without the State of Vermont, as the board of directors may determine from time to time

Section 2 The registered agent shall be as from time to time named by the board of directors.

 

ARTICLE TWO

Members

 

Section 1 Constitution as Members. The membership of the corporation shall consist of each of the directors of the White River Rotary Club as those are from time to time determined plus each of the directors of the White River Rotary Charitable Fund, Inc., who are not directors of the White River Rotary Club, as these are from time to time determined.

 

Section 2 Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

 

Section 3 Resignation. Any member may resign by filing a written resignation with the secretary.

 

ARTICLE THREE

Meetings of Members

 

Section 1        Annual Meeting. An annual meeting of the members shall be held at the principal office of the corporation or at such place as is designated by the directors on the second Wednesday

in the month of July in each year, beginning with the year 1979 at the hour of, 7:00 o'clock pm. local time for the purpose of electing directors and or the transaction of such other business as may come before the meeting. If the election of directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

 

Section 2     Special Meeting. Special meetings of the members may be called by the president, the board of directors, or not less than three (3) of the members having voting rights, at a place designated by the board of directors. If no designation is made, the place of meeting shall be principal office of the corporation in the State of Vermont, but if all of the members shall meet at any time and place, either within or without the State of Vermont, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3     Notice of Meetings. Written notice stating the place, day, and hour of any meeting of members shall be delivered personally or mailed to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statue or by these bylaws, the purpose or purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the record of the corporation, with postage thereon prepaid.

 

Section 4     Informal action by members. Any section required by law to be taken at a meeting Or the members, or any action that may be meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by two-thirds (2/3) of the members entitled to vote with respect to the subject matter thereof.

 

Section 5       Quorum. Members holding majority percent of the votes that may be cast at any meeting shall constitute a quorum at such 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 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after twelve months from the date of its execution, unless otherwise provided in the proxy.

 

Section 7. Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.

 

ARTICLE FOUR

Board of Directors

 

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors.

Directors need not be residents of the State of Vermont.

 

Section 2. Number, Tenure, and Qualifications. The number of directors shall be six. The first six directors elected, however, shall be divided into 3 classes and elected for terms as follows: Class A, one year; Class B, two years; Class C, three years. Thereafter, as directors' terms expire succeeding directors shall be elected for the three years next ensuing and shall hold office until the next annual meeting of members at which their successors could be elected and the election and qualification of their successors. No director shall be elected for more than

2 consecutive terms of any length.

 

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as, the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.

Section 4. Special Meetings. Special Meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the corporation or at such other place as the directors may determine.

 

Section 5. Notice. Notice of any special meeting of the board of directors shall be given at least 7 days previously there to by written notice delivered personally or sent by mail or telegram 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. If notice is given by telegram, such notice shall be deemed to be delivered when the message is delivered to the telegraph company. 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 need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

 

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 7. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

 

Section 8. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

 

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at any regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

 

ARTICLE FIVE

Officers

 

Section 1. Officers. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the board of directors), a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers, including but not limited to one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the regular meeting of the board of directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor has been duly elected and qualifies.

 

Section 3. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.

 

Section 5. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as the corporation.

 

ARTICLE SIX

Committees

 

Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation, but the designation of such committees and the delegation there to of authority shill not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it

or him by law.

 

Section 2. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation, and the president of the corporation shall appoint the members thereof. Any member thereof may

be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

 

ARTICLE SEVEN

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 bylaws, 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 may be confined to specific instances.