North Georgia Corps of Cadets Association

By-Laws

Article I – Name

The name of the corporation is

North Georgia Corps of Cadets Association

Article II – Purpose

North Georgia Corps of Cadets Association is a charitable, self funded corporation, organized and existing under Charter from the Secretary of State of Georgia dated the 3rd of February 2014 and as such is an organization, privately funded and privately organized, with the mission to support, promote and perpetuate the interests and ideals of the University of North Georgia Corps of Cadets (Boars Head Brigade), to preserve and promote the contributions of Corps alumni to the nation, to build and maintain the traditions of the Corps, to be an advocate for the Corps alumni to the administration and to maintain the military college status of the University long into the future.

Article III – Members

Section 1.  Regular members of the Association shall be open to former cadets with at least three quarters or two semesters in the Corps of Cadets. Associate membership shall be for supporters of the Corps and the Association that do not meet the above criteria.

Section 2.  The Board of Directors may alter or waive membership requirements as needed by a simple majority of the Board of Directors.

Article IV – Board of Directors, Officers and Elections

The Board of Directors shall be the governing body of the Association and shall consist of a minimum of seven and not more than fifteen members.

Section 1.  Officers.  The elected officers shall be a Chairman, Vice Chairman, Secretary, and Treasurer.

Chairman.  The chairman shall preside over meetings of the organization and Board of Directors, serve as the primary contact for the University, represent the organization at meetings outside the organization, serve as an ex officio member of all committees except the nominating committee, and coordinate the work of all the officers and committees so that the purpose of the organization is served.

Vice Chairman.  The vice chairman shall assist the Chairman and carry out the Chairman’s duties in his or her absence or inability to serve.

Secretary.  The secretary shall keep all records of the organization, take and record minutes, prepare the agenda, handle correspondence, and send notices of meetings to the membership.  The secretary also keeps a copy of the minute’s book, bylaws, rules, membership list, and any other necessary supplies, and brings them to meetings.

Treasurer.  The treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and pay out funds in accordance with the approval of the executive board.  He or she will present a financial statement at every meeting and at other times of the year when requested by the executive board, and make a full report at the end of the year.

The officers listed above, along with the Membership Chairman, an appointed position, will be known as the “Executive Committee”.

Ex -Officio Members.  The Commandant of Cadets of the North Georgia Corps of Cadets may be an Ex-Officio member of the Board of Directors.  Additional Ex-Officio positions may be approved by a majority of the Board present at any Board meeting.

Section 2.  Nominations and Elections. 

Elections to the Board will be held at the Annual Meeting of the Membership.

Election of the Chairman will be held at the Annual Meeting of the Membership.

Election for all other Officer positions will be held at the Annual Meeting of the Board of Directors.

The election of all Officer Positions shall be conducted by secret ballot.

Section 3.  Eligibility.   All members in good standing who have been members a minimum of 30 days prior to scheduled elections are eligible for office.

Section 4.  Terms of Office.  The members of the Inaugural Board shall serve for three years.  Additions to the Inaugural Board may be made during the initial three year period at the Annual Membership Meeting.  In order to establish a rotation of Board service, beginning with the election of the board for the third year the nominating committee, chaired by the Chairman, will propose a slate of Board members that will be staggered with one third of the board rotating off by the beginning of the third year . In subsequent years, a minimum of two Board members will rotate off the board.  Board members will serve 3 year terms but must exit the board for one year after the first 3 year term unless elected to an office of the Executive Committee.

a. Officers will be elected for one year and may serve no more than two (2) consecutive terms in the same office.  Years served as a member of the Executive Committee will not accrue toward the three year term limit for regular board members, thereby avoiding a rotation off the Board while holding an elected office or the appointed job of Membership Chairman.  Each person elected to office shall hold only one office at a time.

Section 5.  Vacancies.  If there is a vacancy in the office of Chairman, the vice chairman shall assume the duties and responsibilities of the chairman.  At the next regularly scheduled meeting, a new vice chairman will be elected.  If there is a vacancy in any other office, members will fill the vacancy through an election at the next regular meeting.

Section 6.  Removal From Office.  Board Members and Officers may be removed from office with or without cause by a two-thirds vote of those present (assuming a quorum) at a regular meeting where previous notice has been given.

Section 7. Resignation.  Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the board.  Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Article V – Meetings

Section 1.  Regular Meetings. Board of Director Meetings shall take place in the State of Georgia and will be held a minimum of twice a year.  A minimum of one official annual Membership Meeting shall be held  within the state of Georgia.  Additional special events and social gatherings may be held whenever appropriate.

Section 2.  Special Meetings. Special meetings may be called by the Chairman, any four members of the Board, or five general members submitting a request to the Secretary. Previous notice of a special meeting shall be sent to the members at least 14 days prior to the meeting, by flyer and phone calls.

Section 3.  Quorum of directors and Action by the Board.  Unless a greater proportion is required by law, a majority of the Directors then in office shall constitute a quorum for the transaction of business.  If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings.  Except as otherwise provided by law or by the Articles of Incorporation or these By-laws, 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. Video and telephonic attendance is considered approved attendance for these meetings.

A Directors attendance at any meeting shall constitute waiver of notice of such meeting, except such attendance at a meeting gy the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting.

Article VI – Board of Directors (procedural)

Section 1.  Quorum.  A simple majority of the elected Board shall constitute a quorum at all Board of Director meetings.

Section 2. Informal Action by Directors; Meetings by Conference Telephone. ETC

Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Directors consent in writing through fax, mail, or by electronic mail for the adoption of a resolution authorizing such action.  The resolution and the written consents thereto by the Directors shall be filed with the minutes of proceedings of the Board.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board by means of a conference telephone, Skype, video conference or by any means by which all persons participating in the meeting are able to communicate with one another, and such participation shall constitute presence in person at the meeting.

Section 3. Voting  Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed.

Section 4. Absence.  Each Board member is expected to communicate with the Chairman in advance of all Board meetings stating whether or not s/he is able to attend or participate by conference telephone or other agreed upon means of communication.  Any Director who is absent from three successive Board meetings or fails to participate for a full year shall be deemed to have resigned due to non-participation, and his/her position shall be declared vacant, unless Board affirmatively votes to retain that director as a member of the Board.

Article VII – Committees

Section 1.  Committee Membership.  Committees may consist of members and board members, with the chairman acting as an ex officio member of all committees.

Section 2.  Standing Committees.  The following committees shall be held by the organization: Membership, Communications, Nominating Committee.  Members of this committee will be appointed by the Chairman a minimum of 60 days prior to the Annual Meetings.

Section 3.  Additional Committees.  The Chairman may appoint additional committees as needed.

Article VIII – Finances

Section 1.  A tentative budget shall be drafted in the fall for each  year  and approved by a majority vote of the Board members present.

Section 2.  The treasurer shall keep accurate records of any disbursements, income, and bank account information.

Section 3.  The board shall approve all expenses of the organization.

Section 4.   Two authorized signature shall be required on each check over the amount of $200.  Authorized signers shall be the Chairman or Treasurer. Or Vice Chairman

Section 5.  The treasurer shall prepare a financial statement at the end of the year, to be reviewed by the Board.

Section 6.  The financial records of the organization shall be examined periodically at such times and in such manner as may be specified by the Board.  The Treasurer shall make the financial records of the organization available to the Board upon demand.

Article IX – Parliamentary Authority

Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.

Article X – Standing Rules 

Standing rules may be approved by the Board of Directors, and the Secretary shall keep a record of the standing rules for future reference.

Article XI – Dissolution In the event that the association is to be dissolved, all monies and properties in hand and on deposit, after satisfaction of all obligations, will be turned over to the University of North Georgia Foundation and specified for exclusive use in support of the Corps of Cadets as directed by the Commandant of Cadets..

A vote to dissolve the association must be approved by a two-thirds vote of the Board.

Article XII – Amendments

These bylaws may be amended at any regular or special meeting, providing that previous notice was given in writing at the prior meeting and then sent to all members of the organization by the Secretary.  Notice may be given by postal mail, e-mail, or fax.  Amendments will be approved by a two-thirds vote of those present, assuming a quorum.

Article XIII – Conflict of Interest Policy

Section 1.  Purpose.  The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions.

Interested Person.  Any director, officer, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest.  A person has a financial interest if the person has directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the organization has a transaction or arrangement;

A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or

A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.  “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest.  Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures.

Duty to Disclose.  In connection with any actual or possible conflict of interest, an interest person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, and after any discussion with the interest person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide whether a conflict of interest exists.

Procedures for Addressing the Conflict of Interest.

An interested person may make a presentation at a board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the board or committee shall, if appropriate, appoint a disinterest person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterest directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflict of Interest Policy.

If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action:

Section 4. Records of Proceedings.  The minutes of the board and of committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

Section 5. Compensation

A voting member of the board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting or matters pertaining to that member’s compensation.

No voting member of the board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6. Periodic Reviews.  To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangement and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an excess benefit transaction.

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