WINGS OF THE DAWN INTERNATIONAL INSTITUTE FOR CHILDRENReviewed 07/01/08
SECTION 1. PRINCIPAL OFFICE. The principal office of this corporation shall be in the County of Tarrant, Fort Worth, Texas. Hereafter the principal office shall be in the city, county and state of residence of the executive director.
SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places within or without the state of Texas as the Board of Directors may from time to time determine or the activities of the corporation may require.
SECTION 3. REGISTERED OFFICE. The registered office of the corporation shall be established and maintained in the same city, county and state as the principal office of the corporation.
SECTION 1. ANNUAL MEETINGS. Annual general meetings of members for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such places, either within or without the State of Virginia and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place for the meeting, the annual meeting of members shall be held at the principal office of the corporation on the last Saturday of June at 7:00 o'clock P.M. in each year.
SECTION 2. OTHER MEETINGS. Other general meetings of members for any purpose other than the election of directors may be held at such a time and place, within or without the Commonwealth of Virginia, as shall be stated in the notice of the meeting. Such meetings may be called by the executive director, or majority of the Board of Directors. A notice of such meeting shall be issued by the person(s) calling for the meeting to the members. Such notice of meeting shall state the time, date place and purpose of such meeting.
SECTION 3. VOTING. Each member entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by majority vote. All other questions shall be decided by majority vote, except as otherwise provided by the certificate of incorporation, or the Laws of the State of Texas.
SECTION 4. MEMBERSHIP LEDGER. The officer who has charge of the membership ledger of the corporation shall at least ten days before each meeting of members prepare a complete, alphabetical list of members entitled to vote at the ensuing election. Said list shall be open to the examination of any member, for a period of at least ten days prior to the meeting, either at the place where the meeting is to be held or at the principal office of the corporation, as specified in the notice or on the website of the organization. The list shall be available for inspection at the meeting.
SECTION 5. QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the presence, in person or by proxy, of a majority of the members of the corporation entitled to vote thereat, which also reside in the United States, shall constitute a quorum at any general meeting of members for the transaction of any business.
SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at his street (or e-mail) address as it appears on the records of the corporation, not less than ten or more than fifty days before the date of the meeting.
SECTION 7. BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled to vote thereat.
SECTION 8. ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these Bylaws, the meeting and vote of members may be dispensed with, if all the members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporation action being taken.
SECTION 1. NUMBER AND TERM. The number of directors shall be no fewer than one, or the fewest number of directors permitted by law and no more than seven. The directors shall be elected at the annual meeting of members and each director shall be elected to serve until his successor shall be elected and shall qualify.
SECTION 2. RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3. VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy and to hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 4. REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of a majority of all the membership, at a special meeting of the members called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the membership.
SECTION 5. INCREASE IN NUMBER. The number of the directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, by the affirmative vote of a majority of the members, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualified.
SECTION 6. COMPENSATION. Directors shall not receive any stated salary for their services, as directors or as members of committees. By resolution of the Board a fixed fee and expenses of attendance may be allowed for the attendance at each meeting. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.
SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, if prior to such action approval is obtained orally from a majority of directors and such decision is subsequently recorded in the minutes of the next meeting of the Board of Directors and approved by a majority of the directors.
SECTION 1. OFFICERS. The officers of the corporation shall consist of a president/executive director, a treasurer, and a secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a chairman, one or more vice presidents and such assistant secretaries and assistant treasurers as it may deem proper. None of the officers of the corporation need be directors. Officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than one office may be held by the same person, except the offices of president and secretary, unless there is only one member.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the Board of Directors, if one is elected shall preside at all meetings of the Board of Directors, and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
SECTION 4. PRESIDENT/ EXECUTIVE DIRECTOR. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation. The President shall have the additional title of Executive Director. Both titles of "President" and "Executive Director" may be used interchangeably. The President shall preside at all meetings of the members if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the corporation. Except as the Board of Directors shall authorize the execution thereof in some manner, he or she shall execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the secretary or treasurer or an assistant secretary or an assistant treasurer.
SECTION 5. VICE-PRESIDENT. Each vice-president shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors.
SECTION 6. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of the receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors or the President, taking proper vouchers for such disbursements. He or she shall render to the President and the Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it an account of his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors may prescribe.
SECTION 7. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of members and directors, and all other notices required by law and these Bylaws, and in case of his absence, or refusal or neglect to do so, such notice may be given by any person directed by the President, or by the Board of Directors, or members, upon whose request the meeting is called as provided by these Bylaws. He or she call record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it when authorized by the Board of Directors or the President, and attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant treasurers and assistant secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.
SECTION 1. MEMBERSHIP QUALIFICATIONS. Any person of good character applying for membership of this organization shall be accepted as a member. The membership application shall state the name, address, e-mail and telephone number of the applicant and shall include a pledge to donate at least $100 or ten hours of service for the organization's programs for each fiscal year of membership.
SECTION 2. MEMBERSHIP RECORD DATE. In order that the corporation may determine the members entitled to notice of or to vote at any meeting of the members, or to express consent to corporate action in writing without a meeting, or for any other lawful purpose or action, the Board of Directors may fix in advance the record date which shall not be more than 60 days nor less than 10 days prior to any such meeting or any other action.
Registered members may be organized as local chapters in the areas of their residence. Members of a local chapter will be organized under a president, secretary, treasurer and such other local officers or committee chairman and members as may be chosen locally by a majority of such members. Any local chapter that agrees by the unanimous consent of its membership to follow the policies and guidelines established by the Board of Directors and to carry out the programs of this corporation shall be recognized as an affiliate of this corporation. The Board of Directors, by the executive director, shall issue a letter of recognition to such local chapter delineating the powers and limits of authority of the members of the affiliate to act for the corporation.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Certificate of Incorporation. Further, upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States law) as the Board of Directors may determine. 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.
The corporate seal shall be circular in form and shall contain the name "Wings of the Dawn", the words "Corporate Seal", and the year of incorporation. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
The fiscal year of the corporation shall end on the 30th day of June of each year.
SECTION 1. EXECUTION OF CORPORATE INSTRUMENTS. All checks, drafts and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation in excess of $1,000 shall be signed by the Executive Director and by one other officer of the corporation.
SECTION 2. INTERNAL AUDIT. At least one member of the Board of Directors will be a Certified Public Accountant. He will be charged with direct responsibility for the Treasurer of the corporation and each affiliate and insure that their books and records are kept in a manner consistent with Generally Accepted Accounting Principles.
SECTION 3. ANNUAL REPORT. An annual report will be prepared within three months after the close of each fiscal year. This report will account for the current financial status of the organization and describe all material progress made with this and other projects. This report will be sent to all members and donors upon request and made available for inspection to the general public on the Internet and at the corporate offices upon request.
SECTION 4. ANNUAL BUDGET. All expenditures shall be made pursuant to an annual budget approved in advance for the following fiscal year by the Board of Directors at its last meeting of the fiscal year. Any variance from the budget must be approved in advance by the Board of Directors.
SECTION 5. MONTHLY ACCOUNTING. The Treasurer shall account for all items of income and expense at each monthly meeting of the Board.
SECTION 6. ACCESS TO BOOKS AND RECORDS. The financial books and records of the corporation shall be open to inspection by any member at the corporate offices during normal business hours.
SECTION 1. NOTICE. Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Members not entitled to vote shall not be entitled to receive notice of any meeting, except as otherwise provided by statute.
SECTION 2. WAIVER OF NOTICE. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.
These Bylaws may be adopted, altered or repealed by a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors.
Approved and adopted by the Board of Directors at its monthly meeting convened on the 12th day of June, 2003.