Bylaws of the Chicago Headline Club Foundation

 

ARTICLE I Name and Purpose 

Section One 

The name of this Illinois not for profit corporation shall be the “Chicago Headline Club Foundation” (the “Foundation“). 

Section Two 

The purpose for which the Foundation is organized is: 

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    1. To operate exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law) (the “Code“);
    2. Subject to and within the limits of such purpose, to improve journalism through professional development programs, scholarships, and internships.

 

ARTICLE II – Meetings 

Section One 

An annual meeting of the Board of Directors of the Foundation (the “Board of Directors” or “Board“) shall be held in May of each year. The specific date, time and place shall be decided by the President or the Board of Directors. To the extent possible, Directors should attend annual and special meetings in person, but Directors or members of any committee of the Board of Directors may participate in and act at any meeting of the Board of Directors or any committee through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Under appropriate circumstances, teletype terminals and/or video conferencing may be substituted for conference telephones, so long as all participants can both receive and send communications by means of such devices and be provided with visual or other adequate assurances of the originator of communications received.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. 

Section Two 

The President or any Director may call a special Board of Directors meeting whenever such person thinks it would be advisable.

 

Section Three 

Unless otherwise decided by the Board of Directors, all meetings of the Foundation, its Board of Directors, its committees and its advisory board shall be conducted in accordance with Robert’s Rules of Order. 

Section Four 

Notice of any annual or special meeting of the Board of Directors shall be given at least four days previously thereto by (1) personal delivery, (2) first class registered or certified mail, postage prepaid, return receipt requested, (3) facsimile, (4) nationally recognized overnight delivery service, (5) email, or (6) other means at least as fast and reliable as first class mail.  A notice shall be deemed to have been delivered (a “Deemed Delivery“) to the intended recipient (the “Recipient“) on the earlier of (a) the date it shall be delivered to the address of the Recipient in the records of the Foundation (the “Recipient’s Address“), (b) the date delivery shall have been refused at the Recipient’s Address, (c) with respect to a notice sent by mail, the date as of which the postal service shall have indicated such notice to be undeliverable at the Recipient’s Address, (d) with respect to a notice sent by facsimile to the facsimile number for the Recipient in the records of the Foundation and in respect of which a facsimile receipt confirmation statement is printed, (i) the next business day after receipt, if the notice is sent at or after two (2) p.m. in the time zone of the Recipient, or (ii) the day of receipt if the Communication is sent before two (2) p.m. in the time zone of the Recipient or (e) with respect to a Communication sent by e-mail, the date the e-mail is shown as being sent on a copy of the e-mail sent to the sender showing the correct e-mail address of the Recipient in the line of the e-mail showing the address to which the e-mail is to be delivered. 

Section Five 

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

Section Six 

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, except where otherwise provided by law or by the Articles or by these Bylaws. 

Section Seven 

Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.  Such consents may be given in writing on and/or by facsimiles, copies or other reproduction or counterpart of the resolution stating the action to which consent is given. 

Section Eight 

As a general matter of Foundation policy and to set a positive example for other organizations, all meetings of the Foundation shall be open to coverage by any or all communications media on an equal basis and to the general public.  Members of the Board of Directors may decide to close any particular Board of Directors meeting to media coverage and non-Board members/invitees if they deem it in the best interests of the Foundation on such occasion to do so. 

Section Nine 

The President or for any given meeting any other Officer designated by the President shall chair the Board of Directors’ meetings. 

Section Ten 

Any Director or Officer who is unable to attend a Board of Directors meeting is to seek to be excused from attendance by informing the President and Secretary at least 24 hours before the meeting is scheduled to begin.  Failure to attend consecutively or cumulatively three or more Board of Directors meetings shall constitute grounds for removal from the Board of Directors and any office in the Foundation. 

ARTICLE III – Officers 

Section One 

The initial officers of the Foundation shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may appoint other officers in its discretion.    Any two or more offices may be held by the same person. 

Section Two 

The officers of the Foundation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until (a) his or her successor shall have been duly elected and shall have qualified or (b) such officer is removed from office by the Board of Directors. 

Section Three 

Any officer or agent 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 Foundation would be served thereby.

 

 Section Four 

The President shall be the chief executive officer and shall supervise and direct the day-to-day business and affairs of the Foundation. The President shall see that all orders or resolutions of the Board of Directors are carried into effect. The President also shall perform the functions usually pertaining to the office and others as may be assigned to the President by the Board of Directors. 

In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President, or the Secretary, if no Vice-President is in office, or the Treasurer, if no Vice-President or secretary is in office, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The

Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 

The Secretary shall record the minutes of the meetings of the Board of Directors, be custodian of the Foundation’s records, and perform all duties incidental to the office of Secretary and such other duties as may be assigned to the Secretary by the President or Board of Directors. In addition, the Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall keep a register of the postal address of each Director of the Board of Directors and the advisory board. 

The Treasurer shall be the principal accounting and financial officer of the Foundation. The Treasurer shall be responsible for the financial books of account for the Foundation, be responsible for and have custody of all funds and securities of the Foundation and for the receipt and disbursement thereof, and perform all the duties incidental to the office of Treasurer and such other duties as may be assigned to the Treasurer by the President or the Board of Directors. 

Section Five 

The officers of the Foundation shall be elected at the annual Board of Directors meeting of the Foundation, shall take office July 1st, unless the Board of Directors designates an alternative start date, and shall each serve for one year or until a qualified successor may be elected. 

Section Six 

All directors and officers who may be involved in selecting scholarship and/or internship recipients of the Foundation shall not be held liable for the outcome of such selection as it may affect individual candidates. 

ARTICLE IV – Board of Directors 

Section One 

The Foundation shall have a Board of Directors of no fewer than four (4) and no more than nine (9) Directors, which shall be responsible for direction and planning of all the Foundation’s activities.   The number of Directors may be fixed or changed from time to time, within the minimum and maximum, by the Board of Directors.

 

Section Two 

The initial Board of Directors shall have five (5) directors, two of whom shall be appointed by The Chicago Headline Club (the “CHC Directors“).  CHC shall retain the right to appoint two Directors to the Board of Directors unless the Board shall decide to reduce that number or eliminate that right entirely.  In no event shall the CHC Directors constitute fifty percent or more of Directors then in office.  In the event that, either due to decrease in the size of the Board of Directors or due to vacancies, the CHC Directors do constitute fifty percent or more of the Board of Directors, one of the CHC Directors shall be required to resign from the Board of Directors.  In the event the size of the Board increases again to the point where two CHC Directors would not constitute fifty percent or more of the Board, CHC shall have the right to appoint a replacement for the resigned CHC Director. 

Section Three 

Any Director may resign at any time by written notice of such resignation to the Board of Directors, its chairman, or to the President or Secretary of the Foundation; provided, however, if such a resignation would cause the number of Directors to be less than four, such resignation shall not be effective until a successor Director is elected by the Board of Directors. 

Section Four 

Any vacancy occurring in the Board of Directors, or 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 elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, if any. 

Section Five 

To the extent the effective functioning of the Board of Directors in the best interests of the Foundation allows– and recognizing that the modest size of the Foundation Board may not allow inclusion of a representative from each media group in each year– diversity of representation from the newspaper editorial, the wire service, the radio and television news, and the magazine, business and/or professional publications fields shall be sought.  

Section Six 

Directors shall be elected at the annual meeting of the Board of Directors and are to serve two-year terms, each term to begin July 1st.  If the election of officers shall not be held on the day designated 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 Board of Directors called as soon thereafter as may be convenient.  Each Director shall hold office until the annual meeting at the conclusion of his or her term or until his or her successor shall have been elected and qualified.  Directors need not be residents of Illinois. 

Section Seven 

The Board of Directors shall be divided into two groups of approximately the same size, with only one group to be elected annually, except to fill vacancies. Board members shall be prohibited from serving more than three consecutive full terms (i.e. six years). Election as an officer does not constitute election to the Board of Directors. 

The initial Board of Directors designated in the Articles of Incorporation of the Foundation shall serve until such Directors elect the fixed Board of Directors, who shall serve as provided in this Article. 

Section Eight 

The Board of Directors shall be responsible for these basic functions: (1) plan for the Foundation’s future by setting strategic direction through short- and long-term goals and monitoring the Foundation’s progress towards those goals; (2) monitor and assess the administration of journalism scholarships and internships in compliance with the Foundation’s purpose; (3) enhance the funding of the Foundation through fundraising activities; (4) appoint and remove, employ and discharge officers and staff, and prescribe the duties of all officers and staff, if any, of the Foundation; (5) approve, monitor, and evaluate the Foundation’s budgets and request changes be made as necessary; and (6) meet at such times and places as required by these Bylaws. 

Section Nine 

A majority of the Board of Directors may create one or more committees and appoint Directors or such other persons as the Board of Directors designate, including, but not limited to, members of the advisory board (described below), to serve on such committee or committees.  If such committees are to be committees of the Board of Directors rather than committees of the advisory board, each committee shall have two or more Directors, a majority of its members shall be Directors, and all committee members shall serve at the pleasure of the Board of Directors. 

Section Ten 

Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.  A committee may act by unanimous consent in writing without a meeting. 

Section Eleven 

To the extent specified by the Board of Directors, each committee of the Board of Directors may exercise the authority of the Board of Directors under these Bylaws; provided, however, that a committee may not: 

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      a. adopt a plan for the distribution of the assets of the Foundation or for dissolution; 

      b. fill vacancies on the Board of Directors or on any of its committees; 

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      c. elect, appoint or remove any officer or member of any committee or fix the compensation of any member of any committee; 

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      d. adopt, amend or repeal these Bylaws or the Articles; 

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      e. adopt a plan of merger or consolidation with another Foundation or organization, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Foundation; or 

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      f. amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. 

ARTICLE V – Interested Directors and Officers 

Section One 

No contract or transaction between the Foundation and one or more of its officers, or between the Foundation and any other corporation, partnership, association, or other organization in which one or more of its members of the Board of Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the interested Director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction, if: 

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      a. The material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested members of the Board of Directors, even though the disinterested members of the Board of Directors be less than a quorum; or 

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      b. The contract or transaction is fair as to the Foundation as of the time it is authorized, approved or ratified by the Board of Directors or a committee thereof. 

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction but may not be counted when the Board of Directors takes action on the contract or transaction.

 

Section Two 

In a proceeding contesting the validity of a contract or transaction described in Section 1 of this Article, the person asserting validity has the burden of proving fairness unless the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum. 

Section Three 

Any contract or transaction between the Foundation and one or more of its Directors or officers, or between the Foundation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, which is an act of self-dealing between a disqualified person and a private foundation under Section 4941 of the Code, an “excess benefit transaction” under Section 4958 of the Code or the corresponding provision of any future United States Internal Revenue Law shall be void and beyond the authority of the Foundation, the Board of Directors, and its officers to agree or consent to. 

ARTICLE VI – Indemnification of Directors and Officers 

Section One 

The Foundation shall indemnify each Director and each officer who was or is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation), by reason of the fact that he or she is or was a Director or officer of the Foundation, or is or was serving at the request of the Foundation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Foundation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Foundation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 

Section Two 

The Foundation shall indemnify each Director and each officer who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that he or she is or was a Director or officer of the Foundation, or is or was serving at the request of the Foundation as a Director or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Foundation and, except that no indemnification shall be made in respect of any claim, issue or matter as to which such Director or officer shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Foundation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite that adjudication of liability, but in view of all the circumstances of the case, such Director or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. 

Section Three 

To the extent that a person who is or was a Director, officer, employee or agent of the Foundation, or of any other corporation, partnership, joint venture, trust or other enterprise with which such person is or was serving in such capacity at the request of the Foundation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such person in connection therewith. 

Section Four 

Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Foundation only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 or 2.  Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable but a quorum of disinterested Directors so direct, by independent legal counsel in a written opinion. 

Section Five 

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a Director or officer seeking indemnification may be entitled under any statute, provision in the Foundation’s Articles, Bylaws, agreement, vote of 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 or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. 

Section Six 

The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Foundation would have the power to indemnify such person against such liability under the provisions of this Article. 

Section Seven 

For purposes of this Article, references to “the Foundation” shall include, in addition to the surviving Foundation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, employees or agents, so that any person who is or was a Director, officer, employee or agent of such merging corporation or is or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. 

Section Eight 

The invalidity or unenforceability of any provision in this Article shall not affect the validity or enforceability of the remaining provisions of this Article. 

ARTICLE VII – Advisory Board 

Section One 

The Board of Directors may maintain an advisory board comprised of representatives of media, social, economic, political, educational or religious sectors of the metropolitan area of the Foundation’s principal office.   

Section Two 

The number of members of the advisory board shall be as fixed by the Board of Directors from time to time. Each member of the advisory board shall hold office until the next annual meeting of the Board of Directors or for such longer period as the Board of Directors may decide, and until his or her successor shall have been elected and qualified.  Members of the advisory board need not be residents of the Illinois. 

Section Three 

To the extent and advisory board has been appointed, an annual meeting of the advisory board shall be held on or before October 30th each year for the transaction of such business as may come before the meeting.  

Section Four

 

The Board of Directors may provide by resolution the time and place, either within or without the State, for the holding of additional regular meetings of the advisory board without notice other than such resolution.  Notice of any annual or special meeting of the advisory board shall be given at least four days previously thereto in accordance with the guidlines set forth in Article II, Section 4 of these Bylaws. 

Section Five 

Special meetings of the advisory board may be called by or at the request of the President or the Board of Directors.  The person or persons authorized to call special meetings of the advisory board may fix any place, either within or without the State, as the place for holding any special meeting of the advisory board called by them. 

Section Six 

The Board of Directors may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting of the advisory board called by the Board of Directors. 

Section Seven 

The advisory board shall not require a quorum to hold a meeting or adopt a recommendation to the Board of Directors.  The advisory board shall in general operate by consensus.  However, if no consensus may be practically obtained or established, the opinion of the majority of the members of the advisory board present at a meeting shall be the opinion of the advisory board.  If the advisory board acts by majority vote rather than by consensus, the opinion or opinions of the minority shall be noted as such in the minutes of the meeting if requested by the minority. 

Section Eight 

Any vacancy occurring in the advisory board may be filled by the Board of Directors.  A member of the advisory board elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. 

Section Nine 

Members of the advisory board or of any committee of the advisory board may participate in and act at any meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Under appropriate circumstances, teletype terminals and/or video conferencing may be substituted for conference telephones, so long as all participants can both receive and send communications by means of such devices and be provided with visual or other adequate assurances of the originator of communications received.  Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. 

ARTICLE VIII – Grants and Contributions 

Section One 

The making of grants and contributions and otherwise rendering financial assistance for the purposes expressed in the Articles and these Bylaws shall be within the exclusive power of the Board of Directors; 

Section Two 

In furtherance of the Foundation’s, the Board of Directors shall have power to make grants to any organization organized and operated exclusively for charitable, religious, scientific or educational purposes within the meaning of Section 501(c)(3) of the Code. 

Section Three 

Subject to Section 7, of Article IX, in furtherance of the Foundation’s exempt purposes, the Board of Directors shall also have the power to make grants to or on the behalf of individuals for charitable, scientific or educational purposes, so long as such grants are made in an objective an non-discriminatory manner. 

Section Four 

The Board of Directors may review all requests for funds from individuals or other organizations, may require that such requests specify the use to which the funds will be put, and if the Board of Directors approves the request, may authorize payment of such funds to the approved grantee. 

Section Five 

The Board of Directors may require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board of Directors. 

Section Six 

The Board of Directors may, in its absolute discretion, make grants to organizations organized and operated exclusively for charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Code without prior application of such organizations to the Board of Directors. 

Section Seven 

The Board of Directors may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested. 

Section Eight 

After the Board of Directors has approved a grant to an individual or another organization for a specific project or purpose, the Foundation may solicit funds for the grant to the specifically approved project or purpose of the other organization.  However, the Board of Directors shall at all times have the right to withdraw approval of the grant and use the funds for other charitable, religious, scientific or educational purposes. 

Section Nine 

Whether before or after the Board of Directors has made a grant to an individual or an organization pursuant to this Article, if the Board of Directors becomes aware of a misuse of funds distributed by the Foundation, the Board of Directors may take any and all action to recover such misused funds the Board of Directors, in its sole discretion considers necessary and appropriate under the circumstances.  Such action may include, without limitation:  withholding of further distributions, civil suits to recover any misused funds, and the filing of criminal charges. 

ARTICLE IX – General Provisions 

Section One 

The Foundation shall function as an organization qualifying under Section 501(c)(3) of the Code. 

Section Two 

The Foundation shall have all of the general powers set forth in the provisions of the Illinois Not for profit Corporation Act, as amended, together with the power to solicit and receive grants, contributions and bequests for any corporate purpose and the power to maintain a fund or funds of real or personal property for any corporate purposes; provided, however, that the Foundation shall not have the power to engage in any activities which are not in furtherance of its purposes as set forth in Article I of these Bylaws.  The Foundation shall have the right to exercise such other powers as now are, or hereafter may be, conferred by law upon a corporation organized for the purposes hereinabove set forth or necessary or incidental to the powers so conferred, or conducive to the furtherance thereof. 

Section Three 

The Foundation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (a) prevent it from obtaining an exemption from federal income taxation as an entity described in Section 501(c)(3) of the Code, or (b) cause it to lose such exempt status.   

Section Four 

The Foundation shall not be operated for the purpose of carrying on a trade or business for profit. 

Section Five 

No part of the income of the Foundation shall inure to the benefit of any Director or officer of the Foundation or any private individual, except that reasonable compensation may be paid for services rendered on behalf of the Foundation, and no Director or officer of the Foundation or any private individual shall be entitled to share in any distribution of any of the assets of the Foundation upon its dissolution. 

Section Six 

No substantial part of the activities of the Foundation shall consist of carrying on propaganda, or otherwise attempting to influence legislation except as may otherwise be permitted in accordance with an election pursuant to Section 501(h) of the Code; nor shall it in any manner or to any extent participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office; nor shall the Foundation engage in any activities that are unlawful under applicable federal, state or local laws. 

Section Seven 

If for any period the Foundation is a private foundation as defined in Section 509 of the Code or corresponding to provisions of any subsequent federal tax laws, then during such period, the Foundation shall be subject to the following restrictions and prohibitions: 

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      a. The Foundation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code or corresponding provisions of any subsequent federal tax laws. 

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      b. The Foundation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code or corresponding provisions of any subsequent federal tax laws. 

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      c. The Foundation shall not retain any excess business holdings as defined in Section 4943(c) of the Code or corresponding provisions of any subsequent federal tax laws. 

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      d. The Foundation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code or corresponding provisions of any subsequent federal tax laws. 

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      e. The Foundation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or corresponding provisions of any subsequent federal tax laws. 

Section Eight 

Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities and obligations of the Foundation, distribute all assets of the Foundation exclusively to such organization or organizations organized and operated exclusively for such purposes as shall at such time qualify as an exempt organization or organizations under Sections 501(a) of the Code or the corresponding provision of any subsequent federal tax laws as the Board of Directors shall determine, pursuant to a plan of distribution. 

Section Nine 

The provisions of this Article shall be effective at all times, and notwithstanding merger, consolidation, reorganization, termination, dissolution or winding up of the Foundation, voluntarily or involuntarily, or by operation of law or any other provision hereof. 

Section Ten 

The Foundation shall have no members. 

ARTICLE X – Contracts, Checks, Deposits and Funds 

Section One 

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner, as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by two persons, one of whom shall be the Secretary or Treasurer and the other shall be the President or Vice-President of the Foundation. 

Section Two 

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

Section Three 

The Board of Directors or the President may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation. 

ARTICLE XI – Books and Records 

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, advisory board and committees, and shall keep at the registered or principal office a record giving the names and addresses of the Directors. 

ARTICLE XII – Amendments to Bylaws 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, provided that at least four days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

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