BYLAWS OF THE ROTARY CLUB OF
Enacted February 3, 2011
Article 1 Name and Location
Section 1. The name of this corporation shall be The Rotary Club of Maryville
Tennessee Foundation (hereafter known as “Foundation”).
Section 2. The location of the principal office shall be in Knox County, Tennessee.
Article 2 Objectives
Section 1. The Foundation shall operate as a non-profit corporation under the laws of
the State of Tennessee, and no part of the income of this corporation shall inure to the benefit of any individual member.
Section 2. The principal objectives of this Foundation are:
Article 3 Board of Directors
Section 1. The management of the property and affairs of the corporation shall be
vested in its Board of Directors (also known as “Foundation Board” and “Board”).
Section 2. Number, Qualification, Term and Elections.
Section 3. Vacancies – Any vacancy on the Foundation Board due to the death or
resignation of a director may be filled by the majority vote of the Foundation Board. Any successors elected shall serve for the unexpired term of the deceased or resigning director.
Section 4. Removal – Any director may be removed at any time by two-thirds (2/3)
majority vote of the Club membership present at any regular or special meeting of the Club. Failure to fulfill the duties of a Director of the Foundation Board may constitute automatic dismissal by 2/3 vote of the Club Board.
Section 5. Meetings of the Board of Directors.
Section 6. Power and Duties. The Board of Directors shall have the following
powers and duties in addition to those given by the charter of this corporation and/or applicable law.
Section 7. Officers. The officers of the Foundation Board shall consist of a
President, a Secretary, and a Treasurer.
Article 4 Voting, Proxies, Quorum
Section 1. Voting – Each Director shall likewise be entitled to one vote on a matter
requiring Board approval at all meetings of the Board.
Section 2. Proxy Voting – At meetings of the Foundation Board, Directors may vote
on any matter by proxy, duly given in writing and filed with the secretary of the corporation prior to the commencement of the meeting.
Section 3. Vote Required to Adopt – A simple majority shall be sufficient to pass any
motion at any meeting of the Board of Directors.
Section 4. Quorum – A quorum at any meeting of the Board of Directors shall
consist of a simple majority present.
Section 5. Manner of Voting – All voting at meetings of the Board shall be by voice
or a show of hands, except where otherwise specified, or where a written ballot is requested by a majority of those directors present.
Section 6. Throughout these Bylaws, the terms “publish,” “send,” “mail,” and “meeting”
(except a regular club meeting) shall include use of electronic mail (e-mail) and internet technology to reduce costs, respect members’ time commitments, and increase responsiveness.
Article 5 Contracts, Loans, Checks, and Deposits
Section 1. Contracts – The Foundation Board of Directors, with the consent and
approval of the Club Board, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Loans – No loan shall be contracted on behalf of the Foundation, and no
evidences of indebtedness shall be issued in its name.
Section 3. Checks, Drafts, etc – All checks, drafts, or other orders for the payment of
money, notes, or other evidence of indebtedness issued by or in the name of this Foundation shall be signed by two (2) such Foundation Directors in such a manner as shall from time to time be authorized by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Foundation, not otherwise employed, shall be
deposited from time to time to the credit of the Foundation in such bank or other depositories, as the Board of Directors shall authorize by resolution.
Section 5. The fiscal year of the Foundation shall commence on July 1st and end on
Section 6. Any Director or agent of the Foundation authorized to disburse corporate
funds may be required to give bond if required by the Board of Directors.
Article 6 Amendments
Section 1. These bylaws may be amended by an affirmative vote of a simple majority
of voting Club members present at any meeting called for this purpose. A quorum must be present at such a meeting. Written notice to the membership shall be provided at least 30 days prior to such meeting and shall contain the proposed amendment or amendments.
Section 2. Initiation of action to amend these by-laws may be by:
Section 3. Power to amend these by-laws is vested in the voting Club membership
working under the conditions of Article 6, sections 1 – 3.
Article 7 Limited Personal Liability of Directors
No person who is or was a Director of the Foundation, nor such person's heirs, executors, administrators, or legal representatives (collectively referred to as a "Director"), shall be personally liable to the Foundation [or its Members] for monetary damages for breach of fiduciary duty as a Director. However, this provision shall not eliminate or limit the liability of a Director: (1) for any breach of a Director's duty of loyalty to the Foundation, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) under T.C.A. § 48-58-304 of the Act. No repeal or modification of the provisions of this Article, either directly or by the adoption of provisions inconsistent with the provisions of this Article, shall adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.
Article 8 No Private Inurement
No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its Directors, members of the Club Board, or other private persons. However, the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered to it or on its behalf, pay reimbursements for expenses incurred on its behalf, and make payments and distributions in furtherance of the purposes set forth in Article 2 hereof.
Article 9 No Legislative or Political Activity
No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the Foundation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
Article 10 Distributions on Dissolution
Upon the dissolution of the Foundation, after paying or making provision for the payment of all liabilities of the Foundation then outstanding and unpaid, the Board of Directors of the Foundation shall distribute the assets of the Foundation to the Rotary Foundation at One Rotary Center, 1560 Sherman Avenue, Evanston, Illinois 60201 so long as said organization is exempt 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.