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(Rev. 09/09/2019) AMENDED AND RESTATED BYLAWS OF KOREAN AMERICAN UNITED FOUNDATION A California Nonprofit Public Benefit Corporation

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AMENDED AND RESTATED BYLAWS OF

KOREAN AMERICAN UNITED FOUNDATION A California Nonprofit Public Benefit Corporation

(Rev. 09/09/2019)

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Table of Contents

Page

ARTICLE I. NAME ... 1

SECTION 1. NAME. ... 1

ARTICLE II. OFFICES ... 1

SECTION 1. PRINCIPAL OFFICE. ... 1

SECTION 2. OTHER OFFICES. ... 1

ARTICLE III. OBJECTIVES AND PURPOSES ... 1

SECTION 1. GENERAL PURPOSE. ... 1

SECTION 2. SPECIFIC PURPOSE. ... 1

ARTICLE IV. DEDICATION OF ASSETS ... 2

SECTION 1. DEDICATION OF ASSETS ... 2

ARTICLE V. BOARD OF DIRECTORS ... 2

SECTION 1. POWERS. ... 2

SECTION 2. NUMBER. ... 2

SECTION 3. ORGANIZATION. ... 2

SECTION 4. NOMINATION AND ELECTION. ... 2

SECTION 5. TERM OF OFFICE. ... 3

SECTION 6. VACANCIES. ... 3

SECTION 7. REMOVAL OF DIRECTORS. ... 3

SECTION 8. CHAIRMAN. ... 4

SECTION 9. ANNUAL MEETING. ... 4

SECTION 10. REGULAR AND SPECIAL MEETINGS. ... 4

SECTION 11. NOTICE OF SPECIAL MEETINGS. ... 4

SECTION 12. WAIVER OF NOTICE. ... 4

SECTION 13. QUORUM. ... 4

SECTION 14. ACTION BY MAJORITY AND SUPER MAJORITY VOTE. ... 5

SECTION 15. ACTION BY DIRECTORS WITHOUT A MEETING. ... 5

SECTION 16. CONFLICTS OF INTEREST. ... 5

SECTION 17. COURT ORDER... 5

SECTION 18.TEMPORARY BOARD MEMBER ... 5

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ARTICLE VI. COMMITTEES ... 5

SECTION 1. APPOINTMENT OF COMMITTEES. ... 5

SECTION 2. EXECUTIVE COMMITTEE -CONSTITUTION AND POWERS. ... 5

SECTION 3. EXECUTIVE COMMITTEE -ORGANIZATION,MEETINGS, ETC. ... 6

SECTION 4. EXECUTIVE COMMITTEE -QUORUM AND MANNER OF ACTING. ... 6

SECTION 5. OTHER COMMITTEES. ... 6

SECTION 6. TERM OF OFFICE. ... 7

ARTICLE VII. OFFICERS ... 8

SECTION 1. OFFICERS. ... 8

SECTION 2. TERM... 8

SECTION 3. REMOVAL. ... 8

SECTION 4. RESIGNATIONS. ... 8

SECTION 5. VACANCIES. ... 8

SECTION 6. PRESIDENT. ... 8

SECTION 7. VICE PRESIDENTS. ... 8

SECTION 8. SECRETARY. ... 8

SECTION 9. TREASURER. ... 9

SECTION 10. OTHER OFFICERS. ... 9

ARTICLE VIII. GRANTS, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, VOTING OF SECURITIES, ETC. ... 9

SECTION 1. EXECUTION OF CONTRACTS. ... 9

SECTION 2. CHECKS,DRAFTS,ETC. ... 9

SECTION 3. INVESTMENTS. ... 9

SECTION 4. DEPOSITS. ... 9

ARTICLE IX. COMPENSATION OF OFFICERS AND DIRECTORS ... 9

SECTION 1. COMPENSATION OF OFFICERS. ... 10

SECTION 2. COMPENSATION OF DIRECTORS. ... 10

SECTION 3. PROHIBITION AGAINST SELF-DEALING AND EXCESS BENEFIT TRANSACTIONS. ... 10

ARTICLE X. CORPORATE RECORDS AND ANNUAL REPORT ... 10

SECTION 1. BOOKS AND RECORDS. ... 10

SECTION 2. ANNUAL REPORT. ... 10

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iii ARTICLE XI. [Intentionally Omitted]

ARTICLE XII. ANNUAL AUDIT AND PUBLIC DISCLOSURE ... 10

SECTION 1. ANNUAL AUDIT. ... 10

SECTION 2. PUBLIC DISCLOSURE. ... 10

ARTICLE XIII. FISCAL YEAR ... 11

SECTION 1. FISCAL YEAR. ... 11

ARTICLE XIV. LIMITED LIABILITY AND INDEMNIFICATION ... 11

SECTION 1. LIMITED LIABILITY. ... 11

SECTION 2. INDEMNIFICATION. ... 11

SECTION 3. PROHIBITION AGAINST SELF-DEALING AND EXCESS BENEFIT TRANSACTIONS. ... 11

ARTICLE XV. AMENDMENTS OF BYLAWS ... 11

SECTION 1. AMENDMENTS BY DIRECTORS. ... 11

ARTICLE XVI. EFFECTIVE DATE ... 11

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AMENDED AND RESTATED BYLAWS OF

KOREAN AMERICAN UNITED FOUNDATION A California Nonprofit Public Benefit Corporation

ARTICLE I. NAME

SECTION 1. NAME. The name of this corporation is KOREAN AMERICAN UNITED FOUNDATION (herein, the “Foundation”).

ARTICLE II. OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal office of the Foundation shall be located in the City of Los Angeles, State of California. This address may from time to time be changed by the Board of Directors.

SECTION 2. OTHER OFFICES. The Foundation may have such other branch or subordinate offices either within or without the State of California, as the Board of Directors may determine or as the affairs of the Foundation may require from time to time.

ARTICLE III. OBJECTIVES AND PURPOSES

SECTION 1. GENERAL PURPOSE. This Foundation is a nonprofit public benefit corporation and is not organized for the private gain of any person. The general purpose of this Foundation is to collect and receive contributions and to dispose of funds exclusively for charitable or educational purposes.

SECTION 2. SPECIFIC PURPOSE. The specific purpose of this Foundation is to raise, manage, and distribute assets to be used for the welfare and benefit of Southern California’s Korean American community as a whole, including but not limited to promoting the welfare and education of the Korean American community.

Furthermore, the Foundation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of the Foundation, and the Foundation shall not carry on any other activities not permitted to be carried on by (1) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (hereinafter “Code”), or (b) a corporation, contributions to which are deductible under Section 170)(c)(2) of the Code, or the corresponding provision of any future federal tax law. To the extent that there are issues not addressed by these Bylaws, the California Nonprofit Corporation Law set forth in California Corporations Code sections 5000 et seq. shall apply.

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ARTICLE IV. DEDICATION OF ASSETS

SECTION 1. DEDICATION OF ASSETS. The properties and assets of the Foundation are irrevocably dedicated to public benefit and charitable purposes. No part of the net earnings, properties, or assets of this Foundation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Director or Officer of this Foundation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of this Foundation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its exempt status under Section 501(c)(3) of the Code. In such an instance, the Foundation shall hold a public hearing to receive input from the community regarding the appropriate distributee(s).

ARTICLE V. BOARD OF DIRECTORS

SECTION 1. POWERS. The policies of the Foundation shall be determined, and its affairs shall be managed, by its Board of Directors. The Directors shall act only as a Board of Directors and the individual directors shall have no power as such.

Directors must be natural persons who are 18 years of age or older, but need not be U.S. citizens and need not be residents of the State of California.

SECTION 2. NUMBER. The number of directors of the Foundation shall be between no less than five (5), and no more than eleven (11). However, the minimum number of directors may be reduced to no less than three (3), and the maximum number of directors may be increased to no more than nineteen (19) by a resolution of the Board of Directors in the same manner as set forth pertaining to amendments.

SECTION 3. ORGANIZATION. The Board of Directors shall consist of no less than the following:

1. Elected Directors: 4 – Individuals elected pursuant to Sections 4 and 18 2. Rightful Director: 1 – Deputy Consul General of the Korean Consulate

General, Los Angeles. The Rightful Director shall have all the rights and duties of an Elected Director.

SECTION 4. NOMINATION AND ELECTION. Members of the Board of Directors shall initially consist of the Directors named by the Provisional Directors and the first nomination and election shall be held on December 1, 2020.

Nomination. Prior to December 1st of each year, the Board will accept and review a written recommendation for a board position from the foremost non-profit organizations in the Korean American community, with a membership of at least 15 people and annual budget of at least $50,000 (to be confirmed annually by the Board of Directors), who are in agreement with the purposes of this Foundation:

1. Organizations that support grass-root movements for the Korean American community as a whole;

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2. Organizations that campaign for collective interest of the Korean American community;

3. Organizations that improve cooperative relationships between the Republic of Korea and the United States of America; and

4. Organizations that foster next Korean American generation while preserving the identity of Korean heritage.

The maximum number of Elected Directors from a single organization shall be two (2). The Board of Directors is encouraged to seek director candidates from the Korean American legal, accounting, and business professional associations in California, including but not limited to, the Korean American Bar Association of Southern California (KABA), and the Los Angeles Overseas Korean Traders Association (OKTA). These recommended organizations are exempt from the minimum person and budget requirements set forth in the preceding paragraph.

Election. The new board members shall be elected on an annual basis no later than the first Friday of each December, or from time to time in the case of a vacancy, in accordance with these Bylaws by super majority (75%) of the Directors then serving.

SECTION 5. TERM OF OFFICE. Subject to the provisions of Section 6, each Director shall hold office for a one-year term, up to a maximum of three consecutive terms, with a minimum two-year break after having served three terms.

SECTION 6. VACANCIES. Vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of an initial or elected director or in the event of an increase in the number of directors. Vacancies which are filled shall be filled by a super majority (75%) vote of the members of the Foundation then serving, or by written designation by the sole member of the Foundation if there is only one then serving. Directors elected to fill a vacancy shall hold office for the remaining portion of the term of the director whose death, resignation, or removal caused the vacancy or, in the case of an increase in the number of directors, an elected director shall hold office until the annual meeting of directors next following such increase or until a successor director is elected and qualified, whichever occurs first.

SECTION 7. REMOVAL OF DIRECTORS. Directors may be removed from office at any time, with or without cause, upon a super majority (75%) vote of all of the Directors of the Foundation then serving, or if he/she fails to participate in the activities of the Board of Directors without cause for more than three (3) months or is absent without cause from three successive Board meetings. The Board of Directors may also suspend or remove a Director if he/she is declared insane by an appropriate mental institution, convicted of a crime by a court, or damages substantially either the name or assets of the Foundation. The foregoing actions for suspension or removal may include the forfeiture of the directorship without notice.

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SECTION 8. CHAIRMAN. The Chairman shall preside over the Board of Directors, and the Vice-Chairman shall preside in the absence of the Chairman. The Chairman and the Vice-Chairman shall be elected annually by a majority of the members of the Board of Directors then serving. Said election shall be held at the time of the annual meeting of the Board of Directors, or in the event of a vacancy in the post, at any duly convened meeting following the occurrence of the vacancy. In the absence of any such election, the President of the Foundation shall serve as Chairman, and the Vice-President shall serve as Vice-Chairman.

SECTION 9. ANNUAL MEETING. A regular annual meeting of the Board of Directors shall be held at such place and time as shall be determined by the Board of Directors and designated in the Notice or Waiver of Notice of the meeting.

Notwithstanding the preceding sentence, the regular annual meeting of the Board of Directors shall be held in the State of California unless otherwise agreed by all directors acting at the time of a notice of such meeting.

SECTION 10. REGULAR AND SPECIAL MEETINGS. The Board of Directors may provide by resolution the time and place, either within or without the State of California, for the holding of regular meetings, other than the annual meeting, of the Board of Directors without other notice than such resolution. Any director may call a special meeting of the Board of Directors. Such meetings shall be held at such time and place, and for such purposes, as may be designated in the notice of meeting by the person or persons calling the meeting. Notwithstanding the three preceding sentences, any regular or special meeting of the Board of Directors shall be held in the State of California unless otherwise agreed by all directors acting at the time of a notice or resolution of such meeting. Any or all directors may participate in a regular or special meeting (including the annual meeting) by, or the meeting may be conducted through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting for all purposes of these Bylaws.

SECTION 11. NOTICE OF SPECIAL MEETINGS. Notice of special meetings of the Board of Directors shall be in writing, signed by the Chairman, President, or the Secretary, and shall be served personally or sent to each director by mail, telegram or electronic mail addressed to his last known address at least ten days before the time designated for such meeting. All notices of special meetings shall state the time and place of such meetings.

SECTION 12. WAIVER OF NOTICE. Any meeting of the Board of Directors and any action otherwise properly taken at such meeting shall be valid, if notice of the time, place and purposes of the meeting shall be waived in writing before, at or after the meeting by all directors to whom timely notices were not sent as provided in these Bylaws.

SECTION 13. QUORUM. A majority of the directors in office, present in person or by telephone, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller

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number may adjourn any such meeting to a later date. At least five days’ notice of such adjourned meeting shall be given in the manner provided in paragraph 10 of this Article to each director who was not present at such meeting unless such directors shall waive notice thereof.

SECTION 14. ACTION BY MAJORITY AND SUPER MAJORITY VOTE. Except as otherwise expressly required by law or these Bylaws, 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. However, the act of a super majority (75%) shall be required to amend the Bylaws or to transfer any major assets. No Director may participate in discussions or vote on matters related to the interested Director’s own organization.

No Director may vote by proxy.

SECTION 15. ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may or must be taken at a meeting of the 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.

SECTION 16. CONFLICTS OF INTEREST. The members of the Board shall be subject to and in compliance with, code of ethics, conflict of interest and other policies according to the current law then in effect.

SECTION 17. COURT ORDER. The May 1, 2017 Order Granting Motion to Appoint Receiver (“May 1, 2017 Order”) signed by the Hon. James C. Chalfant in Los Angeles Superior Court Case No. BC 543621 is incorporated in full by reference, and the election of the Directors and actions of the Board of Directions shall be consistent with the orders and limitations set forth in the May 1, 2017 Order.

SECTION 18. TEMPORARY BOARD MEMBERS. Notwithstanding the foregoing, the following individuals shall be the Temporary Board Members who shall have all the rights and duties of the Elected Directors:

1. Dr. Myung Ki Hong who was the chief executive officer of M & L Hong Foundation shall join the Board of Directors as a Temporary Board Member for one three (3)- year term.

2. Mr. C. Jay Won who was appointed as a member of the provisional board of directors in 2018 shall remain and join the Board of Directors as a Temporary Board Member for one (1) year term to convey the institutional knowledge and guidelines to the Board of Directors.

ARTICLE VI. COMMITTEES

SECTION 1. APPOINTMENT OF COMMITTEES. The Board of Directors may create the standing committees set forth herein, and may create such other standing or special committees and delegate to each committee powers to the extent permitted by law, as the Board of Directors deems appropriate. All committees shall serve at the pleasure of the Board of Directors and shall have such powers, functions, and responsibilities as shall be conferred by these Bylaws or by resolutions of the Board

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of Directors. Each committee shall report all actions taken, at the next regular meeting of the Board of Directors.

SECTION 2. EXECUTIVE COMMITTEE - CONSTITUTION AND POWERS. The Board of Directors may, by resolution adopted by a majority of the directors in office, designate one-third of their number but not less than three directors, to constitute an Executive Committee, who shall have and may exercise, so far as may be permitted by law, such authority as shall be delegated to it by the Board of Directors in the management of the Foundation, including but not limited to operation and management of the Foundation, carrying out the policies established by the Board of Directors, and other operations of the Foundation. The Executive Committee shall keep a record of its acts and shall promptly report such acts to the Board of Directors.

SECTION 3. EXECUTIVE COMMITTEE -ORGANIZATION, MEETINGS, ETC. The President of the Foundation shall be an ex officio member of the Executive Committee. The Executive Committee shall be presided over by a Chairman, who may be the Chairman of the Board of Directors and who shall be elected annually by a majority of the members of the Board of Directors then serving. Said election shall be held at the time of the annual meeting of the Board of Directors or, in the event of a vacancy in the post of Chairman, at any duly convened meeting following the occurrence of the vacancy. In the absence of any such Chairman of the Executive Committee at any meeting of the Executive Committee, the Committee shall appoint a Chairman of the meeting. The Executive Committee may adopt rules governing the time of, and/or method of calling and/or of holding, its meetings and may adopt rules governing the conduct of its affairs.

SECTION 4. EXECUTIVE COMMITTEE -QUORUM AND MANNER OF ACTING. A majority of the members of the Executive Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the Executive Committee.

The members of the Executive Committee shall act only as a committee.

SECTION 5. OTHER COMMITTEES. The Board of Directors may also, by resolution of a majority of the Directors present in person at a meeting at which a quorum is present, establish such other committees, not having the authority of the Board of Directors in the management of the Foundation, as it deems necessary or proper and, to the extent permitted by law, may delegate to any such committee such powers as the Board of Directors shall determine.

The Foundation shall have at least the following committees:

1. Audit Committee – The Foundation shall have an Audit Committee consisting of the Chairperson and two (2) Directors. Directors who are employees of the Foundation or who receive, directly or indirectly, any consulting, advisory, or other compensatory fees from the Foundation (other than for service as a Director) may not serve on the Audit

Committee. The President and Treasurer, if also Directors, may serve on the Audit Committee only if such persons are volunteers and are

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not compensated by this Foundation. The Audit Committee shall perform the duties and adhere to the guidelines set forth from time to time by the Board of Directors. These duties include, but are not limited to: (i) assisting the Board of Directors in choosing an independent auditor; (ii) negotiating the auditor’s compensation;

(iii) conferring with the auditor regarding the Foundation’s financial affairs; (iv) reviewing and accepting or rejecting the audit. Members of the Audit Committee shall not receive compensation for their service on the Audit Committee in excess of that provided to the Directors for their service on the Board of Directors. A majority of the members of the Audit Committee may not concurrently serve as members of the Finance Committee, and the Chair of the Audit Committee may not serve on the Finance Committee.

2. Finance Committee – The Committee shall manage, operate, and preserve the Foundation assets, and make recommendations on all financial aspects of the Foundation not specifically assigned to the Audit Committee or Planning Committee, including budget and risk management. The Committee shall also establish a reserve fund for the Foundation’s building maintenance and redevelopment in the future. The Committee shall consist of the Chairperson and two (2) Directors.

3. Planning Committee – The Committee shall evaluate the ideas and projects in view of the purposes of the Foundation and shall plan for fundraising for those projects. For grants, the funds must be used to support specific projects that benefit the Korean American community as a whole and not to provide funding for the general operations of any one particular non-profit organization. The Committee shall consist of the Chairperson and two (2) Directors.

4. Community Service Committee – The Committee shall raise funds for the poor in the community and carry out the projects to help them, including but not limited to raising scholarship funds for the children of minorities, including Koreans, and awarding scholarships to the qualified students. The Committee shall consist of the Chairperson and two (2) Directors.

SECTION 6. TERM OF OFFICE. Each member of a committee shall continue to serve until the next annual meeting of the Board of Directors or until his successor is appointed, whichever occurs later; unless the committee shall be sooner terminated, or such member is removed from such committee, or such member shall cease to qualify as a member thereof.

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ARTICLE VII. OFFICERS

SECTION 1. OFFICERS. The officers of the Foundation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each to have such duties or functions as are provided in these Bylaws or as the Board of Directors may from time to time determine. Officers need not be chosen from among the Directors. Titles other than President, Vice President, Secretary, and Treasurer may be used so long as the duties or functions of each such officer remains the same. The Board of Directors may elect such additional officers or assistant officers as it may from time to time determine. One person may hold no more than two offices.

SECTION 2. TERM. 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. The term of office of each officer (including any officer who may occupy an additional office created by the Board of Directors) shall be one year and until his successor is elected and has qualified.

SECTION 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed, either with or without cause, by resolution passed by the Board of Directors at any regular or special meeting, but only by a majority vote of all the directors then in office.

SECTION 4. RESIGNATIONS. Any officer may resign at any time, orally or in writing, by notifying the Board of Directors. Such resignation shall take effect at the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5. VACANCIES. A vacancy in any office caused by death, resignation, removal, disqualification or other cause may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

SECTION 6. PRESIDENT. The President shall be the chief officer and spokesman of the Foundation, shall have general supervision over the affairs of the Foundation, and shall perform all duties incident thereto and such other duties as may from time to time be assigned to him by the Board of Directors.

SECTION 7. VICE PRESIDENTS. The Vice Presidents shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to them.

SECTION 8. SECRETARY. The Secretary shall act as Secretary of all meetings of the Board of Directors and of the Executive Committee and shall keep the minutes thereof in the proper book or books to be provided for that purpose; shall see that all notices required to be given by the Foundation are duly given and served; shall have charge of the other books, records and papers of the Foundation; shall see that the reports, statements and other documents required by law are properly kept and filed;

and shall, in general, perform all duties incident to the office of Secretary and such related duties as may from time to time be assigned by the Board of Directors or the President.

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SECTION 9. TREASURER. The Treasurer shall collect and keep an account of all moneys received and expended for the use of the Foundation; shall deposit sums received by the Foundation in the name of the Foundation in such depositories as shall be approved by the Board of Directors; shall make reports of the finances of the Foundation at each annual meeting and when called upon by the Chairman; and shall perform such related duties as shall be directed by the Board of Directors, or the President. The funds, books and vouchers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the President, and at the expiration of his term of office, the Treasurer shall turn over to the successor in office all books, monies and other properties.

SECTION 10. OTHER OFFICERS. Other officers elected or appointed by the Board of Directors shall, in general, perform such duties as shall be assigned to them by the President or the Board of Directors.

ARTICLE VIII. GRANTS, CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, VOTING OF SECURITIES, ETC.

SECTION 1. EXECUTION OF CONTRACTS. The Board of Directors, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, agent or agents, in the name and on behalf of the Foundation, and in the administration of an approved program, to enter into any contract or execute and deliver any instrument, and any such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts and other orders for payment of money out of the funds of the Foundation and all notes and other evidences of indebtedness of the Foundation shall be signed on behalf of the Foundation 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 the Treasurer and countersigned by the President of the Foundation.

SECTION 3. INVESTMENTS. The Foundation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or by any similar restrictions.

SECTION 4. DEPOSITS. The funds of the Foundation not otherwise employed shall be deposited from time to time to the order of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected by any one or more officers or agents of the Foundation to whom such power may from time to time be delegated by the Board of Directors.

ARTICLE IX. COMPENSATION OF OFFICERS AND DIRECTORS

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SECTION 1. COMPENSATION OF OFFICERS. Salaries or other compensation of the officers may be fixed from time to time by the Board of Directors provided that such salaries and compensation shall not be excessive in amount and shall be for services which are reasonable and necessary for performance of the Foundation’s purposes.

SECTION 2. COMPENSATION OF DIRECTORS. Directors shall not receive any salaries for their services; however, the Board of Directors may by resolution provide for the payment of compensation and reimbursement of expenses for attendance at regular or special meetings of the Foundation, but all such payments shall be reasonable and necessary and not excessive in amount. Nothing herein contained shall be construed to preclude any Director from serving the Foundation in any other capacity and receiving compensation therefor.

SECTION 3. PROHIBITION AGAINST SELF-DEALING AND EXCESS BENEFIT

TRANSACTIONS. Anything contained in this Article to the contrary notwithstanding, the Foundation shall make no payment that would constitute “self-dealing” as defined in Section 4941 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or that would result in an “excess benefit transaction” as defined in Section 4958 of the Code.

ARTICLE X. CORPORATE RECORDS AND ANNUAL REPORT

SECTION 1. BOOKS AND RECORDS. There shall be kept at the principal office of the Foundation, correct books of accounts of all the business and transactions of the Foundation.

SECTION 2. ANNUAL REPORT. The Foundation shall provide to the Directors within 120 days of the close of its fiscal year, a report containing the following information in reasonable detail: (a) the assets and liabilities of the Foundation as of the end of its fiscal year; (b) the principal changes in assets and liabilities during the fiscal year; (c) the revenue or receipts of the Foundation, both unrestricted and restricted, for the fiscal year; and (d) the expenses or disbursements of the Foundation, both unrestricted and restricted, during the fiscal year.

ARTICLE XI. [Intentionally Omitted]

ARTICLE XII. ANNUAL AUDIT AND PUBLIC DISCLOSURE

SECTION 1. ANNUAL AUDIT. The Board of Directors shall have an audit performed annually by an independent Certified Public Accountant of the books and accounting records of the Foundation.

SECTION 2. PUBLIC DISCLOSURE. The financial activities of the Foundation, specifically a categorized list of the Foundation’s revenue and expenses, shall be disclosed to the public annually and made accessible on the Foundation’s official website.

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11 ARTICLE XIII. FISCAL YEAR

SECTION 1. FISCAL YEAR. The fiscal year of the Foundation shall be from January 1 to December 31.

ARTICLE XIV. LIMITED LIABILITY AND INDEMNIFICATION

SECTION 1. LIMITED LIABILITY. In the absence of fraud or bad faith, the members, directors and officers of the Foundation shall not be personally liable for its debts, obligations or liabilities.

SECTION 2. INDEMNIFICATION. The Foundation shall obtain and maintain directors and officers liability insurance with at least a $1 million limit of liability.

The Foundation shall indemnify any member, director or officer, or former member, director or officer of the Foundation, or any person who may have served at its request as a member, director or officer of another corporation, against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such member, director or officer, except in relation to matters as to which he shall be finally adjudged in such action, suit, or proceeding to have been derelict in the performance of his duties as a member, director or officer. Such indemnification shall not be deemed exclusive of any other rights to which such member, director or officer may be entitled under any Bylaw, agreement, vote of the Board of Directors or otherwise.

SECTION 3. PROHIBITION AGAINST SELF-DEALING AND EXCESS BENEFIT

TRANSACTIONS. Anything contained in this Article to the contrary notwithstanding, the Foundation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would constitute “self-dealing” as defined in Section 4941 of the Code, or would result in an “excess benefit transaction” as defined in Section 4958 of the Code.

ARTICLE XV. AMENDMENTS OF BYLAWS

SECTION 1. AMENDMENTS BY DIRECTORS. These Bylaws or any one or more of the provisions thereof may at any duly constituted annual, regular or special meeting of the Board of Directors, by a supermajority (75%) vote of the Directors present in person at such meeting, be amended by changing, altering, suspending, supplementing or repealing the same, if at least ten days’ written notice is given to all members and Directors of the intention to alter, amend, repeal or to adopt new Bylaws at such meeting.

ARTICLE XVI. EFFECTIVE DATE

These AMENDED AND RESTATED BYLAWS shall be effective as of the _____

day of ____________, 2019.

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If any part of this document refers to any third party products or services it shall not be deemed a license grant by ST for the use of such third party products or services,

In the years following 1965, President Johnson began send- ing large numbers of American troops to fight alongside the South Vietnamese.. The United States sent troops to

1 John Owen, Justification by Faith Alone, in The Works of John Owen, ed. John Bolt, trans. Scott Clark, "Do This and Live: Christ's Active Obedience as the

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