CURRENT
BYLAWS
OF
SUPPORT BONAIRE, INC.
ARTICLE 1
PURPOSE
The affairs and activities of Support Bonaire, Inc.
(the “Corporation”) shall be carried out at all
times for the purposes and in accordance with the
terms set forth in its Articles of Incorporation
and these Bylaws, and in conformity with all applicable
provisions of the Internal Revenue Code of 1986,
as amended (the “Code”) affecting nonprofit organizations
described in Section 501(c)(3) of the Code.
ARTICLE 2
DIRECTORS
2.1 General Powers. The property, affairs
and business of the Corporation shall be managed
by the Board of Directors and, except as otherwise
expressly provided by law, the Articles of Incorporation
or these Bylaws, all the powers of the Corporation
shall be vested in such Board.
2.2 Number of Directors. The Board of Directors
shall be seven (7) in number. The number of
directors may be increased or decreased from time
to time by amendment to these Bylaws. No decrease
in number shall have the effect of shortening the
term of any incumbent director.
2.3 Election of Directors; Quorum.
(a) The directors shall be elected by a majority
vote of those present at the regular annual meeting
of the Board of Directors and each director shall
hold office for the term of one year or until
his successor is elected.
(b) 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.
The act of a 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.
2.4 Meetings of Directors. An annual meeting
of the Board of Directors for the election of directors
and the transaction of such other business as may
come before the meeting shall be held on the 24th
day of November if that day is not a legal holiday.
If that day is a legal holiday, the annual meeting
shall be held on the next succeeding day not a legal
holiday. Other meetings of the Board of Directors
shall be held at places within or without the Commonwealth
of Virginia and at times fixed by resolution of
the Board, or upon call of the Chairman of the Board,
the President or a majority of the directors. The
Secretary or officer performing the Secretary’s
duties shall give not less than five (5) days notice
by letter, telegraph, 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. 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. Members of the Board
of Directors or any committee designated thereby
may participate in a meeting of the Board or such
committee by means of a conference telephone or
similar communications equipment whereby all persons
participating in the meeting can hear each other,
and participation by such means shall constitute
presence in person at such meeting.
2.5 Actions by Directors or Committee Without
Meeting. Any action which may be taken at a
meeting of the Board or of a committee may be taken
without a meeting if a consent in writing, setting
forth the action, is signed either before or after
such action by all of the directors or all of the
members of the committee, as the case may be.
2.6 Compensation. A director shall not be
entitled to compensation for his services as a director.
The foregoing shall not prevent the Board of Directors
from reimbursing any director for expenses actually,
necessarily and reasonably incurred in the performance
of his duties as director, or from entering into
a contract in the best interests of the Corporation
and on fair and reasonable terms, as determined
by a vote of directors not having a material financial
interest in the matter.
ARTICLE 3
COMMITTEES
3.1 Committees. The Board of Directors may
establish such standing or special committees from
time to time as it shall deem appropriate to conduct
the activities of the Corporation and to advise
the Board, and shall define the powers and responsibilities
of such committees. The members and chairmen of
all committees shall be appointed by the Board of
Directors for a oneyear term or until their successors
are duly elected, but shall be subject to removal
at any time by vote of a majority of the Board of
Directors then in office. No committee appointed
by the Board shall consist of fewer than three (3)
members. Persons other than directors may be appointed
as committee members by the Board of Directors.
The voting rights, if any, of committee members
other than directors shall be specified by the Board
of Directors in its action designating such specific
powers and responsibilities as may be determined
by the Board of Directors, except that no committee
shall have the power:
(a) to approve amendments to these Bylaws or
the Articles of Incorporation;
(b) to approve any action or exercise any authority
requiring the approval of more than a majority
of a quorum of the Board of Directors under the
laws of the Commonwealth of Virginia, the Articles
of Incorporation or these Bylaws;
(c) to take any action for which final authority
is reserved to the Corporation or which has been
prohibited by resolution of the Board of Directors;
or
(d) to take other action which may not be delegated
to it under the laws of the Commonwealth of Virginia
or under the provisions of the Articles of Incorporation
or these Bylaws.
3.2 Meetings. Regular and special meetings
of any committee established pursuant to this Article
may be called and held subject to the same requirements
with respect to time, place and notice as are specified
in these Bylaws for regular and special meetings
of the Board of Directors.
3.3 Quorum and Manner of Acting. A
majority of the members of any committee serving
at the time of any meeting thereof shall constitute
a quorum for the transaction of business at such
meeting. The action of a majority of those
members present at a committee meeting at which
a quorum is present shall constitute the act of
the committee.
3.4 Resignation. Any member of a committee
may resign at any time by giving written notice
of his intention to do so to the President or the
Secretary of the Corporation.
3.5 Vacancies. Any vacancy occurring in a
committee resulting from any cause whatsoever may
be filled by the Board of Directors.
ARTICLE 4
OFFICERS
4.1 Election of Officers; Terms. The officers
of the Corporation shall consist of a President,
a Secretary and a Treasurer. Other officers, including
a Chairman of the Board and assistant and subordinate
officers, may from time to time be appointed by
the Board of Directors. All officers shall hold
office until the next annual meeting of the Board
of Directors or until their successors are appointed.
Any two or more offices may be held by the same
person.
4.2 Removal of Officers; Vacancies. 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.
4.3 Duties. The officers of the Corporation
shall have such duties as generally pertain to their
offices, respectively, 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 officer to give such bond for the
faithful performance of his duties as the Board
may see fit.
4.4 Duties of the President. The President
shall be the chief executive officer of the Corporation
and shall be primarily responsible for the implementation
of policies of the Board of Directors. He
shall have general management and direction of the
Corporation subject only to the ultimate authority
of the Board of Directors. Except as otherwise
provided in these Bylaws or in the resolutions establishing
such committees, he shall be ex officio a member
of all committees of the Board of Directors.
In the absence of the Chairman of the Board, or
if there is no such officer, the President shall
preside at all corporate meetings. He may
sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments
except in cases where the signing and the execution
thereof shall be expressly delegated by the Board
of Directors or by these Bylaws to some other officer
or agent of the Corporation or shall be required
by law otherwise to be signed or executed.
In addition, he shall perform all duties incident
to the office of the President and such other duties
as from time to time may be assigned to him by the
Board of Directors.
4.5 Duties of the Treasurer. 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
depositaries as shall be designated by the Board
of Directors. He shall be responsible for
(i) maintaining adequate financial accounts
and records in accordance with generally accepted
accounting practices; (ii) preparing appropriate
operating budgets and financial statements; (iii) reporting
on the financial status of the Corporation; (iv) preparing
and filing all tax returns required by law; and
(v) performing all duties incident to the office
of Treasurer and such other duties as from time
to time may be assigned to him by the Board of Directors
or the President. The Treasurer may sign and
execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in
cases where the signing and the execution thereof
shall be expressly delegated by the Board of Directors
or by these Bylaws to some other officer or agent
of the Corporation or shall be required by law or
otherwise to be signed or executed.
4.6 Duties of the Secretary. The Secretary
shall act as secretary of all meetings of the Board
of Directors of the Corporation. When requested,
he shall also act as secretary of the meetings of
the committees of the Board. He shall keep and preserve
the 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; shall
have custody of the seal of the Corporation and
shall affix the seal or cause it to be affixed to
all documents the execution of which on behalf of
the Corporation under its corporate seal is duly
authorized in accordance with law or the provisions
of these Bylaws; shall have custody of all deeds,
leases, contracts and other important corporate
documents; shall have charge of the books, records
and papers of the Corporation relating to its organization
and management as a corporation; shall see that
all reports, statements and other documents required
by law (except tax returns) are properly filed,
including the filing of any reports with the Virginia
Office of Consumer Affairs; shall have charge of
and be responsible for maintaining a record of all
donors and the amount of their contributions; shall
be responsible for the written acknowledgment of
all contributions; and shall in general perform
all the duties incident to the office of Secretary
and such other duties as from time to time may be
assigned to him by the Board of Directors or the
President.
4.7 Compensation. The Board of Directors
shall have authority to fix the compensation, if
any, of all officers of the Corporation.
ARTICLE 5
LIABILITY AND INDEMNIFICATION
5.1 Limitation on Liability of Officers and Directors.
To the full extent that the Virginia Nonstock Corporation
Act, as it exists on the date hereof or may hereafter
be amended, permits the limitation or elimination
of the liability of directors or officers, a director
or officer of the Corporation shall not be liable
to the Corporation for monetary damages.
5.2 Indemnification. To the full extent permitted
and in the manner prescribed by the Virginia Nonstock
Corporation Act and any other applicable law, the
Corporation shall indemnify a director or officer
of the Corporation who is or was a party to any
proceeding by reason of the fact that he is or was
such a director or officer or is or was serving
at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise.
5.3 Directors, Officers, Employers or Agents.
Reference herein to directors, officers, employees
or agents shall include former directors, officers,
employees and agents and their respective heirs,
executors and administrators.
ARTICLE 6
CORPORATE RECORDS
6.1 Minutes of Meetings and Records of Actions
Taken Without Meetings. The Corporation shall
keep as permanent records minutes of all meetings
of its Board of Directors and all actions taken
by a committee of the Board of Directors in place
of the Board of Directors on behalf of the Corporation.
6.2 Accounting Records. The Corporation shall
maintain appropriate accounting records.
6.3 Form of Records. The Corporation shall
maintain its records in written form or in another
form capable of conversion into written form within
a reasonable time.
6.4 Specific Records Which Corporations Must
Keep. The Corporation shall keep a copy of the
following records:
(a) The Corporation’s Articles or Restated Articles
of Incorporation and all amendments to them currently
in effect;
(b) The Corporation’s Bylaws or restated Bylaws
and all amendments to them currently in effect;
(c) A list of the names and business addresses
of the Corporation’s current directors and officers;
(d) The Corporation’s most recent annual report
delivered to the State Corporation Commission;
and
(e) Form 1023, Application for Recognition of
Exemption, filed by the Corporation with the
Internal Revenue Service.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.1 Seal. The seal of the Corporation shall
consist of a flatfaced circular die, of which there
may be any number of counterparts, on which there
shall be engraved the word “Seal” and the name of
the Corporation.
7.2 Fiscal Year. The fiscal year of the Corporation
shall end on such date and shall consist of such
accounting periods as may be fixed by the Board
of Directors.
7.3 Checks, Notes and Drafts. 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.
7.4 Amendment of Articles of Incorporation and
Bylaws.The Corporation’s Articles of Incorporation
may be amended or altered at any meeting of the
Board of Directors by a resolution adopted by at
least two-thirds of the Corporation’s directors.
These Bylaws may be amended or altered at any time
at any meeting of the Board of Directors by a resolution
adopted by at least a majority of the Corporation’s
directors.
7.5 Voting of Stock Held. Unless otherwise
provided by resolution of the Board of Directors,
the President may from time to time appoint an attorney
or attorneys or agent or agents of this Corporation,
in the name and on behalf of this Corporation, to
cast the vote which this Corporation may be entitled
to cast as a stockholder or otherwise in any other
corporation, any of whose stock or securities may
be held by this Corporation, at meetings of the
holders of the stock or other securities as may
be held by this Corporation, or to consent in writing
to any action by any such other corporation; and
the President shall instruct the person or persons
so appointed as to the manner of casting such votes
or giving such consent and may execute or cause
to be executed on behalf of this Corporation, and
under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments
as may be necessary or proper. In lieu of
such appointment the President may himself attend
any meetings of the holders of stock or other securities
and exercise any or all powers of this Corporation
as the holder of such stock or other securities
of such other corporation.
7.6 Use of Pronouns. Whenever used herein,
the masculine pronouns shall include the feminine,
the feminine shall include the masculine, the singular
shall include the plural and the plural shall include
the singular.
Bylaw Amendments:
- July 1, 2002 - Expanded the number of Board
members in Section 2.2 from five (5) to seven
(7).
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