ARTICLE INAME, PURPOSES, POWERS, AND RELATED MATTERS
1.1 Name and Purposes. The name and purposes of the corporation (the "Corporation") shall be as set forth in the Articles of Incorporation of BEYOND DEMENTIA COALITION (the "Articles of Incorporation”).
1.2 Registered Office and Agent. The Corporation shall at all times maintain a registered office in the State of Georgia and a registered agent at that address and may have other offices located within or without the State of Georgia as the Board of Directors may determine.
1.3 Powers. The powers of the Corporation and of its Directors, officers and committees regarding all matters concerning the conduct and regulation of the affairs of the Corporation, including the manner of accomplishing the Corporation's purposes, shall be subject to the provisions of the Articles of Incorporation and these Bylaws.
1.4 Corporate Seal. The Corporation's seal shall be in such a form as the Board of Directors may from time to time determine. The signature of the Corporation followed by the word "Corporate Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation, if affixed by appropriate authority. The seal may be affixed by the Secretary, or Assistant Secretary, if any, or such other person or persons as may be designated by the Board of Directors.
1.5 Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the Board of Directors, end on December 31 of each year. The Board of Directors is authorized to change the fiscal year from time to time as it deems appropriate.
ARTICLE IIBOARD OF DIRECTORS
2.1 General Powers. Subject to these Bylaws, the business and affairs of the Corporation shall be conducted and managed by, and under the direction of, the Board of Directors, which shall have and may exercise all of the powers given by law to the Corporation.
2.2 Number and Tenure. The board of directors shall consist of at least five (5) members and not more than eighteen (18) members. The exact number of Directors shall be fixed by resolution of the Directors from time to time. No decrease in the number or minimum number of Directors, through amendment of the Articles of Incorporation or of the by-laws or otherwise, shall have the effect of shortening the term of any incumbent Director. Each Director may serve a maximum of two (2) consecutive three (3) year terms. After serving the maximum number of terms, a former Director may be reelected to the board after a one-year break in service.
2.3 Qualification. Directors of this corporation must be 18 years of age or older.
2.4 Expectations. Directors are expected to attend a minimum of nine (9) monthly meetings each calendar year unless otherwise approved by the Chairperson. The Directors are also expected to fundraise on behalf of the corporation, serve on at least one committee, and always represent the corporation in a professional and ethical manner.
2.5 Election and Resignation of Directors and Vacancies. A Board-appointed committee shall interview and nominate candidates to fill vacancies. The Board of Directors will fill any vacant seat by a majority vote of the Directors on each nominee as necessary throughout the year. Regular elections to replace Directors whose terms are expiring will be held at the November Board meeting and confirmed through appointment of the full slate of Directors at the January meeting. Terms of service are marked as beginning at the January meeting. A Director may resign at any time by giving notice to the Corporation and such resignation is effective when the notice is delivered unless the notice specifies a date which has been agreed upon by the Board.
2.5A Regular Meetings. The Board of Directors shall meet monthly, at such time and place as the Board of Directors may from time to time establish. The Board of Directors may discuss any business brought before a regular meeting by any Director. In addition, the Board of Directors may schedule other meetings to occur at regular intervals throughout the year.
2.5B Special Meetings. Special meetings may be called at any time during the year as issues merit such a meeting. Special meetings of the Board of Directors may be called by the Chair, Vice-Chair, the CEO or Co-CEO, or any Board officer.
2.6 Quorum and Voting. At all meetings of the Board of Directors or any committee thereof, a majority of the number of Directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business. If at any meeting of the Board or any committee thereof there shall be less than a quorum present, no Corporate business may be transacted until a quorum shall be present. The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum shall be an act of the Board, except as might be otherwise specifically prohibited by statute or by the Articles of Incorporation or Bylaws.
2.7 Action without Meeting. Unless the Articles of Incorporation or Bylaws provide otherwise, any action permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if the action is taken by a majority of members of the Board. The action must be evidenced by a clear resolution with relevant details, with votes recorded via electronic message or signature and filed with the minutes of the proceedings of the Board or filed with the corporate records.
2.8 Remote Participation in a Meeting. Unless otherwise restricted by the Articles of Incorporation or the Bylaws, any meeting of the Board of Directors or any committee thereof may be conducted by 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.
3.1 Number. The officers of the Corporation shall be a Chairperson of the Board of Directors/CEO, a Vice-Chair, a Secretary and a Treasurer. The Board of Directors may also establish and designate two Co-Chief Executive Officers (Co-CEOs) in place of a sole CEO. One or more Assistant Secretaries or Assistant Treasurers may also be established and designated by the Board of Directors. The Board of Directors from time to time may create and establish the duties of other officers, and may elect or provide for the appointment of such other officers as are deemed necessary for the efficient management of the Corporation, but the Corporation shall not be required to have at any time any officers other than a Chairperson, a Vice-Chair, a Secretary, a Treasurer and a CEO (or Co-CEOs).
3.1A. Election and Term. All officers shall be elected by, and shall serve at the will of, the Board of Directors until their successors have been elected, or until their death, resignation, removal, retirement, or disqualification. Election of officers shall be by a quorum of the Directors. The officers shall be elected by the Board of Directors at the January meeting and serve one (1) year terms, with the exception of the terms of the Chairperson/CEO or Co-CEOs (if applicable), which shall be concurrent with his or her respective period of employment by the Corporation. Each officer shall serve a one-year term of office and may not serve more than three (3) terms in that office unless a majority of the Board of Directors approves a longer term. Each Board officer’s term of office shall begin at the time of the election of officers at the January meeting.
3.2 Resignation and Removal of Officers and Vacancies. An officer may resign at any time by delivering notice to the Corporation, and such resignation is effective when the notice is delivered unless the notice specifies a later effective date. The Board of Directors may remove any officer at any time with or without cause through a vote of the majority of the Board. In the event of the death, resignation, or removal of an officer the Board in its discretion may elect a successor to fill the unexpired term.
3.3 Powers and Duties. Each officer has the authority and shall perform the duties set forth below, or, to the extent consistent with these Bylaws, the duties prescribed by the Board of Directors, or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers.
a. Chairperson. The Chairperson/CEO of the Board of Directors shall be a member of the Board of Directors and shall preside over all meetings of the Board of Directors. The Chairperson/CEO shall also perform such other duties and may exercise such other powers as from time to time may be assigned to them by the Bylaws or the Board of Directors. The Chairperson shall make all appointments to committees, subject to the approval of the Board of Directors.
b. Vice Chair. The Vice Chair shall be a member of the Board of Directors. In the absence or disability of the Chairperson of the Board, or at the direction of the CEO or Co-CEOs, as applicable, or the Board of Directors, the Vice Chair shall exercise all the powers and discharge all the duties of the Chairperson. The Vice Chair shall also perform such other duties and may exercise such other powers as from time to time may be assigned to them by the Bylaws or the Board of Directors.
c. Secretary. The Secretary, if any, shall attend all meetings of the Board of Directors and shall record all votes and minutes of all proceedings in books to be kept for that purpose, and shall perform similar duties for the standing committees when required. The Secretary shall have custody of the corporate seal of the Corporation, shall have the authority to affix the same to any instrument the execution of which on behalf of the Corporation under its seal is duly authorized and shall attest to the same by his signature whenever required. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the same by their signature. The Secretary shall give, or cause to be given, any notice required to be given of any meetings of the Board of Directors and of the standing committees when required. The Secretary shall cause to be kept such books and records as the Board of Directors may require. The Secretary shall attend to such correspondence and shall perform such other duties as may be incident to the office of a Secretary of a corporation or as may be assigned to him or her by the Board of Directors.
d. Treasurer. The Treasurer, if any, shall be charged with the management of financial affairs of the Corporation. The Treasurer shall perform such duties as treasurers usually perform and shall perform such other duties and shall exercise such other powers as the Board of Directors may from time to time designate. The Treasurer shall render to the Board of Directors, whenever requested, an account of the financial condition of the Corporation.
e. Chief Executive Officer. The Chief Executive Officer (CEO) shall have general supervisory responsibility for the affairs of the Corporation and shall have control over the active management of the Corporation’s business and affairs. The CEO shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general management of the financial affairs of the Corporation, including monitoring the actions of the staff personnel, if any, to ensure proper execution of the purposes and policies of the Corporation. The CEO shall have the power to make and execute contracts on behalf of the Corporation. The CEO also shall have such powers and perform such duties as are specially imposed on them by law and as may be assigned to them by the Board of Directors. The CEO shall also serve as a member of all committees of the Corporation and lead the Executive Committee. From time to time, the Board of Directors may direct that the duties of the Chief Executive Officer be shared by Co-CEOs, and to perform such other duties as assigned by the Board, and in that case, each Co-CEO shall have the power to take all actions specified in this section individually.
3.4 Delegation of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any other officer or to any Director.
3.5 Appointment by Officers. A duly appointed officer may appoint one or more officers or assistant officers, as he or she deems necessary and as authorized by the Board of Directors.
3.6 Compensation. Compensation for Officers and Directors must be approved by the Board. Officers and Directors may be allowed reimbursement for documented expenses of attendance at regular meetings of the Board of Directors or events presented by the Corporation. Compensation and reimbursement are subject to limitations as may be determined by resolution of the Board of Directors.
3A1 Executive Committee. The Board of Directors may designate an Executive Committee which shall consist of the Chairperson, the Vice Chair, the CEO or Co-CEOs, as applicable, the Secretary and the Treasurer, and in addition may consist of such other officers as the Chairperson designates and as are approved by the Board of Directors.
3A2 Executive Committee Powers. During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board of Directors in the management of the business affairs of the Corporation, including all powers in the Bylaws or in the Articles of Incorporation specifically granted to the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to (1) adopting, amending or repealing the Articles of Incorporation or these Bylaws, (2) adopting a plan of merger or consolidation; (3) the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation, (4) a voluntary dissolution of the Corporation or a revocation of any such voluntary dissolution or (5) the election, appointment or removal of Directors of the filling of vacancies on the Board of Directors or on any committee.
3A3 Executive Committee Action. The Executive Committee shall act by majority vote of its members.
3A4 Other Committees. In addition to the Executive Committee designated above, the Board of Directors, by resolution adopted by a quorum, may designate one or more committees which may consist, in part or in whole, of individuals who are not members of the Board of Directors. Each such committee shall have the power specifically delegated to it by the Board of Directors. Each committee shall act by a quorum of its members. Meetings of a committee may be held at such places and times as the committee may determine. Committee meetings may be held in person or via conference call or virtual meeting platform. The committees shall fix their own rules of procedure, including notice of their meetings, and shall record their proceedings and report the actions taken to the Board of Directors at its next meeting. The Board of Directors shall have the power at any time to remove any member of any committee, with or without cause, to fill vacancies on committees, and to dissolve any committee.
3A5 Advisory Board. The Board of Directors by majority vote may establish an advisory board made up of not more than nine (9) persons, who shall be selected to fill the advisory board based upon experience and reputation that can benefit the organization. The advisory board will be established, and members selected, with the intention that their involvement will ultimately advance the program, mission, and long-term viability of the Corporation. Members of the advisory board shall be invited to serve by the Board Chairman and serve at the will of the Board of Directors. Member terms are one (1) year in length. An Advisory Board member may serve unlimited one-year terms.
ARTICLE IVSHAREHOLDERS AND MEMBERS
4.1 Shareholders. The Corporation shall have no shareholders.
4.2 Members. The Corporation may elect to establish a membership program. Members shall have no authority over the Board regarding decisions on budget, corporate initiatives, or governance policies, including the cost of membership or benefits thereof. The governance of the Corporation shall be vested in the Board of Directors.
ARTICLE VEXECUTION OF DOCUMENTS
5.1 The Board of Directors may, by a proper resolution, provide for the method of signing checks, notes, drafts, bills of exchange or other instruments for the payment of monies; for the transfer and sale of property; for the endorsement and registration of securities; for the assumption of liabilities; for the voting of stock held in other corporations; and for the execution of all other legal documents.
ARTICLE VI BANK ACCOUNTS
6.1 All funds of the Corporation not otherwise employed, shall be deposited to the credit of the Corporation in a general or special account in such banks, trust companies, or other depositories as the Board of Directors may select, or as may be selected from time to time by any officer(s) or agent(s) of the Corporation to whom such power has been delegated by the Board of Directors and for the purpose of such deposit. Officers, or agents to whom such power may be delegated by the Board of Directors, may endorse, assign, and deliver any check, draft, or other order for the payment of monies which are payable to the order of the Corporation.
ARTICLE VIIBOOKS AND RECORDS, FINANCIAL REPORTS
7.1 Books and Records. The Corporation shall keep, or cause to be kept, full, complete, and accurate books of account and other records showing the assets, liabilities, costs, expenditures, receipts, and other such similar matters. Such books of account will be the property of the Corporation, will be kept in accordance with sound accounting principles and procedures consistently applied and will be open to the reasonable inspection and examination by the organizations specifically named in the Corporation's Articles of Incorporation, or their duly authorized representatives. Such books of account shall be maintained at the Corporation's principal office, or at such other place as the Directors may determine.
7.2 Financial Statements. Within one hundred twenty (120) days following the end of each fiscal year of the Corporation, the Corporation shall cause to be prepared and delivered to the Board of Directors unaudited financial statements of the Corporation for such fiscal year.
7.3 Budget. Sixty-five percent (65%) of revenues will be allocated to programs and thirty-five percent (35%) to operating costs unless otherwise approved by the Board of Directors.
ARTICLE VIIIWAIVER OF NOTICE, APPROVAL AND CONSENT
8.1 Waiver of Notice. Any notice required by these Bylaws, or by law, to be given to any officer or Director or other person may be waived in writing, either before or after the event to which it dates, and shall be deemed waived with respect to any meeting, along with any objections to the time or place of such meeting, by appearance at such meeting, except when such person attends a meeting solely for the purpose of stating, at the beginning of the meeting, any objection to the transaction of business.
8.2 Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if written consent setting forth the actions to be taken shall be signed by all members of the Board or the committee, as the case may be. Such consent shall be filed by the Secretary of the Corporation with the minutes of the proceedings of the Board of Directors.
ARTICLE IX INDEMNIFICATION AND INSURANCE
9.1 Indemnification. In the event that any person who was or is a party to (or is threatened to be made a party to) any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against any reasonable expenses, including attorneys’ fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement), reasonably incurred by such person in connection with such action, suit, or proceeding by reason of the fact that such person is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, trustee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine, whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in the Georgia Nonprofit Corporation Code; and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law. 9.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 9.1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws, or any agreement or vote of dis interested Directors, both as to action in the person’s official capacity and as to action in another capacity while holding such office. This indemnification shall continue as to a person who has ceased to be a Director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. 9.3 Advances for Expenses. The Corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a Director or officer who is a party to a proceeding because he or she is a Director or officer, if he or she delivers to the Corporation: i) a written affirmation of his or her good faith belief that the proceeding involves conduct for which liability has been eliminated under these Bylaws or the Articles of Incorporation; and (ii) his or her written undertaking to repay any funds advanced if it is ultimately determined that the individual is not entitled to indemnification under this Article IX. The Board of Directors shall determine whether or not to authorize the advance of expenses. 9.4 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, trustee, or agent of another Corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise. 9.5 Severability. If any one or more of the provisions of this Article IX shall be determined to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Article IX shall not in any way be impaired.
ARTICLE X AMENDMENT
10.1 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed or new Bylaws may be adopted by the affirmative vote of two-thirds of all Directors of the Corporation then holding office.
Restated, consolidated, and adopted by unanimous consent of the Board of Directors, this ________15th________ day of ____December________, 2023.