Foundation By-Laws

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=2 height=90 BGCOLOR="#006699" TEXT="#080000" bgproperties="fixed" background="02c285a1erlcgo.gif"> <div> <FONT SIZE="5" COLOR="#FFCC66" FACE="Arial" ><B>Staunton Military Academy Alumni Association</B></FONT><B>     |     </B><A HREF="index.htm" TARGET="_top" TITLE="Staunton Military Academy Alumni Associa"><U><B>home</B></U></A></div> <div> <A HREF="president.htm" TARGET="_top" TITLE="President"><U>President</U></A>   |   <A HREF="organization.htm" TARGET="_top" TITLE="Organization"><U>Organization</U></A>   |   <A HREF="aby_laws.htm" TARGET="_top" TITLE="Association ByLaws"><U>Association By-Laws</U></A>   |   <B>Foundation By-Laws</B>   |   <A HREF="minutes.htm" TARGET="_top" TITLE="Minutes"><U>Minutes</U></A>   |   <A HREF="financial.htm" TARGET="_top" TITLE="Financial Reports"><U>Financial Reports</U></A></div> <div> </div> </td> </tr><tr> <td valign="top" width=210 BGCOLOR="#FFCC66" TEXT="#080000" background="02ad2c00dkelyh.gif"> <div> <IMG SRC="086393d0.gif" border=0 width="57" height="61" ALIGN="BOTTOM" HSPACE="0" VSPACE="0"></div> <bR> </td> <td valign="top" height=390 BGCOLOR="#FFFFFF" TEXT="#080000"> <div> <I>Foundation By-Laws</I></div> <DIV ALIGN="LEFT"></DIV> <div> <B>BY-LAWS OF THE</B> </div> <div> <B>S.M.A. FOUNDATION, INCORPORATED</B></div> <div> [AS AMENDED MARCH 30, 2001]</div> <bR> <div> <B>ARTICLE I</B></div> <div> <B><U>FUNCTION</U></B></div> <div> The purposes of the SMA, Foundation, Inc. (hereinafter "the Corporation") as stated in its Articles of Incorporation, are exclusively educational, scientific and charitable. In furtherance of these purposes, the Corporation shall solicit and receive contributions to establish and fund academic scholarships for students involved in military programs sponsored by academically accredited school, academies, institutes, colleges and universities. Although the Board of Directors of the Corporation may set reasonable criteria for any such academic institution to select a recipient of any scholarship funded by the Corporation, the selection otherwise of such recipient shall be determined by the academic institution that has been selected by the Board of Directors of the Corporation. All such scholarships shall appropriately honor the memory of Staunton Military Academy and those who participated in its cadet corps. Such academic institution shall not discriminate among applicants, students or staff on the basis of race, gender, religion or national origin. In addition to the advancement of education through its scholarship program, the Corporation, in conjunction with Mary Baldwin College and its Virginia Women's Institute for Leadership program, shall establish and maintain a public museum and memorial wall funded through public contributions to honor SMA and VWIL graduates, faculty and staff. No part of the net earnings of the corporation shall inure to the benefit of any individual. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE II</B></div> <div> <B><U>DIRECTORS</U></B></div> <div> 2.1 <U>General Powers</U>. The property, affairs and business of the corporation will be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or By-Laws, all the powers of the corporation shall be vested in such Board. </div> <div> 2.2 <U>Number of Directors</U>. The number of Directors constituting the Board of Directors shall be ten (10).</div> <div> 2.3 <U>Election and Removal of Directors; Ouorum. </U></div> <div> (a) Directors of the corporation shall be elected at each annual meeting<B> </B>of the Board of Directors as provided in paragraph 2.4 below. Directors may succeed themselves for an indefinite number of terms, but no Director may vote on his own election. </div> <div> (b) Directors shall hold their offices for terms of one (1) year and until their successor are elected. Any Director may be removed from office by a majority of the other Directors at a meeting of the Board of Directors expressly called for that purpose. </div> <div> (c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors, even if less than a quorum of the Board, and the term of office any Director so elected shall expire on the date fixed by the expiration of the term of office of the Director he replaces. </div> <div> (d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. Ihe act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.</div> <div> 2.4 <U>Meetings of Directors</U>. A meeting of the Board of Directors shall be held at least once each year. Unless otherwise determined, such annual meeting shall occur on the first <U>             </U>in<U>                   </U>. Other meetings of the Board of Directors shall be held at places within or without the State of Virginia and at times fixed by resolution of the Board, or upon call of the President or upon the call of any two (2) of the Directors. The Secretary, or the officer performing the secretary's duties, shall give not less than twenty-four (24) hours notice by letter, telegraph or telephone (or in person) of all meetings of the Board of Directors, provided that notice need not be given of the annual meeting or of regular meetings held at times and places fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board need not state the purpose of the meeting. </div> <div> 2.5 <U>Compensation</U>. The members of the Board of Directors shall receive no compensation for their services as such, but any Directors may be reimbursed for expenses he has incurred which are reasonable and necessary to carry out the function of the corporation, as set forth in Article I, by a majority vote of the disinterested Directors, whether or not a quorum. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE III</B></div> <div> <B><U>COMMITTEES</U></B></div> <div> 3.1 <U>Committees</U>. The Board of Directors, by resolution duly adopted, may establish such standing or special committees as it may deem advisable; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE IV</B></div> <div> <B><U>OFFICERS</U></B></div> <div> 4.1 <U>Election of Officers; Term</U>. The officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer and an Assistant Secretary-Treasurer. The officers of the corporation will be chosen by the Board of Directors at its annual meeting and all officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. The President shall<B> </B>be chosen from among the Directors. </div> <div> 4.2 <U>Removal of Officers; Vacancies</U>. Any officer of the corporation may be removed summarily with or without cause, at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors. </div> <div> 4.3 <U>Duties</U>. The officers of the corporation shall have such duties as generally pertain to their offices, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officers to give such bond with respect to the faithful performance of his duties as the Board may see fit. </div> <div> 4.4 <U>Duties of the President</U>. The President shall be the chief executive officer of the corporation. Except as provided in paragraph 3.1, he shall be primarily responsible for the implementation of the policies of the Board of Directors and shall have general management and direction of the operations of the corporation, subject only to the ultimate authority of the Board of Directors. The President may sign and execute in the name of the corporation contracts and other instruments except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation or shall be required by law otherwise to be signed or executed. In addition, the President shall perform all duties as may from time to time be assigned to him by the Board of Directors. </div> <div> 4.5 <U>Duties of the Treasurer</U>. The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the corporation, and shall deposit all monies and securities of the corporation in such banks and depositories as shall be designated by the Board of Directors. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of treasurer and such other duties as frcm time to time may be assigned to him by the Board of Directors or the President. </div> <div> 4.6 <U>Duties of the Secretary</U>. The Secretary shall act as Secretary of all meetings of the Board of Directors, and, when requested, he shall act as Secretary of the meetings of committees established under Article III. He shall keep and preserve minutes of all such meetings in permanent books. He shall see that all notices required to be given by the corporation are duly given and served; he shall have custody of the seal of the corporation and he shall affix the seal or cause it to be fixed to all documents the execution of which on behalf of the corporation under its corporate seal is duly authorized in accordance with the law or the provisions of these By-Laws; he shall have custody of all deeds, leases, contracts and other important corporate documents; he shall have charge of the books, records and papers of the corporation relating to its organization and management as a corporation; he shall see that all reports, statements and other documents  required by law<B> </B>(except<B> </B>tax returns) are properly filed, and he shall in general perform all the duties incident to the office of Secretary. </div> <div> 4.7 <U>Compensation</U>. The Board of Directors shall have the authority to fix the compensation of all officers of the corporation provided, however, that such compensation must be for services which are reasonable and necessary to carry out the purposes of the corporation and such compensation may not be excessive in amount. </div> <DIV ALIGN="LEFT"></DIV> <div> <B>ARTICLE V</B></div> <div> <B><U>MISCELLANEOUS PROVISIONS</U></B></div> <div> 5.1 <U>Seal</U>. The seal of the corporation shall consist of a flat faced circular die, of which there my be any number of counter parts, on which there shall be engraved the word "Seal'' and the name of the corporation. </div> <div> 5.2 <U>Checks, Notes and Drafts</U>. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize (when the Board of Directors so authorizes, however, the signature of any such person may be a facsimile).</div> <div> 5.3 <U>Amendment of By-Laws</U>. Unless proscribed by the Articles of Incorporation, these By-Laws may be amended or altered at any meeting of the Board of Directors by affirmative vote of the majority of the number of Directors fixed by these By-Laws. </div> <div> 5.4 <U>Liquidation of Corporation.</U>.  On liquidation of the corporation, any assets remaining after payment of the corporation's debts and other obligations sha11 be distributed to one or more organizations as then described in Section 501(c) (3) of the Internal Revenue Code (or any comparable provision of a successor statute) as determined by the Board of Directors.</div> <bR> </td> </tr></table></body>