Honoring Jamie Seitz - Coach, Teacher, Husband, Father, and Son

Bylaws of The Jamie Seitz Memorial Scholarship Fund

 

Article I

The name of this organization shall be “The Jamie Seitz Memorial Scholarship Fund”.

 

Article II – PRINCIPAL OFFICE

The principal office of the organization, a non-profit corporation incorporated under the laws of the State of North Carolina, shall be in Stanley, North Carolina. 

 

Article III – PURPOSE OF THE ASSOCIATION

The purpose for which the corporation is organized, subject to the limitations of Article XVI:

Section 1. To provide scholarships to Lincoln Charter School – Denver campus graduates for the use towards qualified educational expenses in pursuing a college education.

 

Article IV – MEMBERSHIP, VOTING AND SERVICE PRIVILEGES

Section 1. There shall be two (2) categories of membership of the organization, active and associate.

  1. Active membership in the organization shall be open to relatives, former classmates, and friends of Jamie Seitz. Active members shall have voice and vote at all meetings of the organization and shall be able to run for office and chair committees.
  2. Associate members shall be all other persons interested in the support of the organization. Associate members shall have no voice or voting rights in the meetings of the organization and may not hold office.

Section 2.  Each active member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 3.  Membership in this Corporation is not transferable or assignable.

 

Article V – BUSINESS MEETINGS

Section 1. The organization shall meet semiannually at a time and place to be chosen by the Director and Board of Directors. 

Section 2. A majority of voting members who have been registered as attending the meeting shall constitute a quorum.

Section 3. The Director shall have the power to call special meetings of the organization upon the occurrence of events, which, in his/her judgment, warrants the consideration and attention of the organization. Such special meetings shall be confined to the principal business for which the special meeting was called. A quorum of members, as prescribed in Section 2, shall be required for any action so taken at such special meetings. He/she shall give the membership thirty- (30) day notice for called meetings.

Section 4.  Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 5.  At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact.  No proxy shall be valid eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 6.  Where directors of officers are to be elected by members or any class of classes of member, such election may be conducted by mail or e-mail in such manner as the Board of Directors shall determine.

 

Article VI – FINANCE

Section 1. The fiscal year of the organization shall be from August 1 to July 31.

Section 2. Income shall be derived from general donations from the public and such other sources as the Board of Directors approves.

 

Article VII – CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. The Board of Directors may authorize any officer or officers of the organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization and such authority may be general or confined to specific instances.

Section 2. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the organization will be signed by the Treasurer or by the Director.

Section 3. All funds of the organization shall be deposited to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. The Board of Directors may accept on behalf of the organization any contribution, gift, bequest, or device for the general purpose or for any special purpose of the organization.

Section 5.  No loans shall be contracted on behalf of the organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

 

Article VIII – OFFICERS

The leadership and administrative responsibility of the organization shall be vested in the elected officers, members at large, the standing committee chairpersons and such other persons holding appointive positions as may, in the judgment of the Director, serve the interests of the organization.

Section 1. The officers of the organization shall consist of a Director, a President, a Vice President, a Secretary and a Treasurer elected by the active membership of the organization. Officers so elected are eligible to hold office only so long as they continue to meet the conditions of voting membership as defined in Article IV, Section 1. This group shall serve as the Board of Directors of The Jamie Seitz Memorial Scholarship Fund.

Section 2. The elected officers shall be subject to the order of the organization and may be removed from office by a majority vote (a quorum of voting members being present), provided that the reasons for removal shall have been submitted to the membership in writing at least thirty (30) days in advance of the meeting at which such removal is considered. Appointed positions in the organization shall be subject to the order of the Board of Directors and may be removed by a majority vote (a quorum of board members being present) of the Board of Directors upon finding by the Board that just cause exists for such removal.

 

Article IX – DUTIES OF THE OFFICERS

Section 1. The Director shall be the chief executive officer of the Association and shall:

  1. Preside at all meetings of the organization.
  2. Have the authority to create ad hoc committees and appoint all chairpersons and members of the committee unless otherwise provided in the Bylaws or voted upon by the Board of Directors.
  3. Oversee the general management of all operations of the organization.
  4. Authorized signer of the organization on all financial instruments.
  5. Serve as the chairperson on the Board of Directors.

Section 2. The President shall be the liaison between the organization and new members and shall:

  1. Coordinate the mentor relationship essential for new members.
  2. Serve as spokesman and media representative of the organization.
  3. Perform all duties of the Director in the absence of that officer.
  4. Succeed to the office of Director in the event of vacancy in that office.

Section 3. The Vice President shall be the understudy to the President and shall:

  1. Serve as fundraising organizer.
  2. Perform all duties of the President in the absence of that officer.

Section 4. The Secretary shall be the recorder of the organization and the custodian of its records and shall:

  1. Take, or arrange to have taken, and keep in permanent form the minutes of the Board of Directors, delivered electronically to members by two weeks after the conclusion of the meetings.
  2. Receive and file copies of the official annual membership list, the official list of the Board of Directors members, the proceedings of each meeting of the organization, and all workshop projects, and committee reports.
  3. Keep a current file of all official documents and publications of the organization.
  4. Transfer to the Archives annually all the official documents and publications of the organization.
  5. Prepare and distribute to the membership all proposed resolutions and amendments to the Bylaws.

Section 5. The Treasurer shall be the Finance Director of the organization and shall:

  1. Be responsible for receiving and disbursing all monies of the organization and following the organization’s financial policy as approved by the Board of Directors.
  2. Keep adequate, accurate, and appropriate records of financial transactions as they relate to the operations of the organization.
  3. Turn over to his/her successor not later than ninety (90) days from the completion of the term all financial records of the organization.
  4. Submit a report to the organization prior to each meeting and submit to the Board of Directors at each meeting a current Treasurer’s report showing the status of all financial accounts held in the name of the organization.
  5. Report to the membership, not later than ninety (90) days after the fiscal year, a financial accounting of the affairs of the organization for previous fiscal years.
  6. Submit an Annual Report, including a fiscal statement, to the organization.
  7. Authorized signer of the organization on all financial instruments.

 

Article X – COMMITTEES

Section 1. The Board of Directors shall include the elected officers, the immediate past president, and Chairpersons of any ad hoc committees.

Section 2. Duties of the ad hoc committees shall be directed and defined by the Director with the approval of the Board of Directors. Prescribed duties of each committee shall be determined and approved by the Board of Directors. Chairpersons for these committees may be asked to serve on the Board of Directors, but such service is not mandatory.

 

Article XI – INDEMNIFICATION

The Corporation shall indemnify any officer, director or member against expenses actually incurred in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of his being or having been an officer, director or member of the Corporation.

 

Article XII – RESOLUTIONS

From time to time it may be desirable to bind the organization’s action through written resolution. Such resolutions may be adopted by a quorum of voting members being present. The Secretary of the organization shall maintain a list of operation resolutions.

 

Article XIII – ELECTION PROCEDURES/VACANCIES IN OFFICE

Section 1. The business and affairs of the organization shall be managed by its Board of Directors.  Except as otherwise expressly provided by law, the Articles or Incorporation, or these Bylaws, all of the power of the organization shall be vested in the Board of Directors. 

Section 2.  The number of directors constituting the Board of Directors shall consist of a Director, President, Vice-President, Secretary and Treasurer.  Each director shall hold office until his death, resignation, retirement, removal, disqualification, or his successor shall have been elected and qualified.  Directors need not be residents of the State of North Carolina.

Section 3.  Board members are presented for nomination by active members, approved and elected by the active voting membership.

Section 4.  Directors may be removed from office at any time with or without cause by the directors by such vote as would be required to elect a member of the Board of Directors.

Section 5.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6.  The Board of Directors may not compensate directors for their services and may not provide for the payment of any expenses incurred by directors in attending regular and special meetings of the Board of Directors.  This shall not preclude directors from servicing the organization in other capacities.  However, no compensation will be received for such other services.

Section 7.  The Board of Directors may by resolution require any officer or agent of the organization to give bond to the organization, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

 

Article XIV – DISSOLUTION OR FINAL LIQUIDATION

Dissolution or final liquidation of the organization shall take place and the distribution of assets shall proceed as provided on page four (4) of the organization’s Article of Incorporation.

 

Article XV – SHARES OF STOCKS, DIVIDENDS, AND CERTAIN LOANS PROHIBITED

The organization shall not authorize or issue shares of stock, obtain any dividends, nor make any loans to its members, members of the Board of Directors, or officers.

 

Article XVI – LIMITATION ON ACTIVITIES

The organization shall not be operated for profit (except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of its purpose as set forth in Article III, hereof). The organization shall not directly or indirectly participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any provisions in these Bylaws or in the organization’s Articles of Incorporation, the organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law) apply with respect to such activities.

 

ARTICLE XVII – AMENDMENTS

The Bylaws of the organization may be amended or revised by resolution after such resolution shall have been considered and voted upon a quorum of Board of Directors members present, with a quorum being defined as a majority of the Board of Directors members. The Board of Directors shall report its recommendation to the membership as to the adoption or rejection of any such proposed amendment or revision. A proposed amendment or revision may then be voted upon by voting membership such resolution in the event of a negative recommendation from the Board of Directors. Any such resolution may be adopted by majority vote of the voting members present and voting at the business meeting in which such resolution shall be considered.

 

Adopted May 2, 2023

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