BYLAWS OF MECKLENBURG COUNTY ASTHMA COALITION (MCAC) A NONPROFIT CORPORATION
ARTICLE I – OFFICES
Section 1. Principal Office. The principal office of MCAC shall be located: c/o 1523 Elizabeth Ave, Suite 200, Charlotte, NC 28204 (Attn: Dr. Maeve O’Connor, Allergy Asthma & Immunology Relief). The Board of Directors may update the location of the principal office at the discretion of the President and with approval.
Section 2. Registered Office. The registered office of MCAC is required by law to be maintained in the State of North Carolina and may be, but need not be, identical with the principal office.
Section 3. Other Offices. MCAC may have offices at such other places, either within or outside the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.
ARTICLE II – MEMBERS, SHAREHOLDERS AND/OR CERTIFICATE HOLDERS
Section 1. The Corporation shall have no members.
ARTICLE III – DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors or by such Executive Committees as the Board may establish pursuant to these Bylaws.
Section 2. Members and Terms. The Board of Directors shall consist of five (5) Officers (President, Immediate Past President, Vice-President, Secretary, and Treasurer) and At-Large Board Members. The Officers may increase the size of the Board with the appointment of up to five (5) At-Large Board positions. The terms of the Board Members shall be two (2) years for Officers and three (3) years for At-Large Board Members. At-Large Board Members may serve no more than two (2) consecutive terms.
Section 3. Election. The one (1) Director named in the Articles of Incorporation shall elect the initial full Board and shall determine the initial number thereof. In all years thereafter, the existing Officers shall determine the number of At-Large Board positions. Officers and At-Large Board Members shall be elected at annual meetings and those receiving the highest number of votes shall be deemed elected.
Section 4. Vacancies. A vacancy occurring in the Board of Directors may be filled by a majority of the remaining of the remaining Directors, though less than a quorum, and the Director so elected shall serve the unexpired term of the Director replaced thereby.
Section 5. Removal. Directors may be removed from office with or without cause by a vote of a majority of the Board. In the event and Board Member is so removed, a new Board Member may be elected at the same meeting.
Section 6. Chairman. There shall be a Chairman of the Board. The President shall preside over all meetings and act as the Chairman of the Board of Directors.
Section 7. Monthly Meetings. Regular Meetings of the Board will be held as the Board shall decide. Such meetings may be held within or outside the State of North Carolina.
Section 8. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two other Board Members. Such meetings may be held either within or outside the State of North Carolina.
Section 9. Notice of Meetings. Regular meetings of the Board may be held without notice.
The person or persons calling a special meeting of the Board shall, at least twenty (20) days before the meeting, give notice thereof by any usual means of communication. Such notice shall specify the purpose for which the meeting is called.
Attendance by a Board Member at a meeting shall constitute a waiver of notice of such meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.
Section 10. Informal Action by Board Members. Action taken by a majority of the Board without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Board Members and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
ARTICLE IV – COMMITTEES
Section 1. Generally. The Board may create such committees, sub-committees, task
forces, or teams as are necessary from time to time to assist the Board.
Section 2. Executive Committee. An Executive Committee is created which shall consist of the five (5) Officers: the President, Immediate Past President, Vice-President, Secretary, and Treasurer. Their duties shall include: (a) designating and coordinating special meetings; (b) establishing a nominating committee, (c) establishing committees, sub-committees, task forces, or teams as needed to address the affairs, financial or otherwise, (d) filling vacancies for the Board that occur during the fiscal year.
Section 3. Nominating Committee. A Nominating Committee shall be established which shall consist of the Vice-President and three (3) Board Members designated by the Executive Committee. The purpose of said committee shall be to assist the Board in researching candidates to serve as Officers. Members of the Nominating Committee shall serve until their function of assisting with said nominations have been completed.
ARTICLE V – OFFICERS
Section 1. Officers. The Officers shall consist of President, Immediate Past President, Vice-President, Secretary, and Treasurer. The same person, except the President and Secretary, may hold any two (2) or more offices.
Section 2. Election and Term. Officers shall be elected at the annual meeting of the Board of Directors by the Board of Directors. The Nominating Committee will assist the Board in researching for suitable candidates. It is not required that a candidate for officer ship be a current Board Member. The slate of officers shall be presented to the entire Board for consideration and election of officers at the annual meeting.
Section 3. Vacancy. The Board at a special meeting duly called for such purpose shall fill any vacancy occurring. Said substitute officers to serve the remaining term thereof.
Section 4. President. The President shall preside at all meetings and appoint committees as deemed necessary. The President shall work closely with the Foundation and keep abreast of the needs of the Foundation and will serve as a liaison between the Foundation and the Board of Directors to assure smooth and accurate communication. The President shall be principal Executive Officer of the Corporation and, subject to control of the Board of Directors, shall supervise the control and management of the Corporation in accordance with the By-Laws.
Section 5. Immediate Past President. The Immediate Past President shall perform such other duties and have such other powers, as the Board of Directors shall prescribe.
Section 6. Vice-President. The Vice-Presidents in the order of their election, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the office. In addition, they shall perform such other duties and have such other powers, as the Board of Directors shall prescribe.
Section 7. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all the meetings of the Board. The Secretary shall give all notices required by law and by these Bylaws; and shall have general charge of the corporate books of records and of the corporate seal; and shall affix the corporate seal to any lawfully executed instrument requiring it.
Section 8. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board. The Treasurer shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; and shall cause a true statement of assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made and filed at the registered or principal office of the Corporation within four (4) months after the end of the fiscal year. Any Board Member shall keep the statement so filed available for inspection for a period of ten (10) years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any Board Member upon her/his written request therefore. The Treasurer shall, in general, perform all duties incident to the office and such other duties as may be assigned from time to time by the President or by the Board of Directors.
ARTICLE VI – CONTRACTS, LOANS, CHECKS, DEPOSITS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such a manner as shall form time to time be determined by resolution of the Board.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories, as the Board shall direct.
ARTICLE VII – GENERAL PROVISIONS
Section 1. Seal. The corporate seal shall consist of a circular seal with the name of the Corporation imprinted within and the word “seal” in the center and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation.
Section 2. Waiver of Notice. Whenever any notice is required to be given to any Board Member under the provisions of the North Carolina Nonprofit Corporation Act or under the provisions of the charter Bylaws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Fiscal Year. Unless otherwise ordered by the Board, the fiscal year of the Corporation shall be January 1 to December 31.
Section 4. Amendments. These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of the majority of the Board Members then holding office at any regular or special meeting of the Board.
ARTICLE VIII – ELECTION AS A SECTION 501 (C) (3) CORPORATION
Said Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (C) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, officers, Board Members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in paragraph 3 of the Articles of Incorporation. No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on (a) by a Corporation exempt from federal income tax under Section 501 (C) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a Corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Upon the dissolution of the Corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and scientific purposes as shall at the time qualify as an exempt organization or organizations under Section (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.