By Laws

 

Celriver Legacy Project

BY-LAWS

                        ARTICLE I

OFFICES, PURPOSE AND MISCELLANEOUS GOVERNANCE MATTERS

§1.1.    Business Office

The principal office of the Celriver Legacy Project shall be within the State of South Carolina and shall be located in the City of Rock Hill, County of York.  The Celriver Legacy Project shall maintain at its principal office a copy of all records.

§1.2.    Purpose

The mission of the Celriver Legacy Project is to preserve the legacy of the Celanese Celriver facility, the people that worked there, and their significant contributions to the history and economy of the community.

The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.


§1.3.    Fiscal Year

The fiscal year shall begin on the first day of July 1 through June 30.

§1.4.    Non-Profit Status

The Celriver Legacy Project is not organized for pecuniary profit.  It shall not have any power to issue certificates of stock or declare dividends, and no part of its net earnings shall inure to the benefit of any Director, officer, or private party.  The balance, if any, of all money received by the Legacy Project from its operations, after the payment of all debts and obligations, shall be used and distributed exclusively for the Legacy Project maintenance and scholarship fund.


§1.6    Directors

The persons constituting the first Members of the Board of Directors [Director] were selected by action taken on October 24, 2014. Thereafter, the eligibility and qualifications for membership, and the manner of an admission into membership shall be prescribed by resolutions duly adopted by the Board.  

ARTICLE II
BOARD OF DIRECTORS

§2.1    General Powers

1)    Unless the by-laws have dispensed with or limited the authority of the Board by describing who will perform some or all of the duties of the Board, all Celriver Legacy Project powers shall be exercised by or under the authority of, and the business and affairs shall be managed under the direction of the Board.  The powers include, but are not limited to the following:

a)    Proposed amendments to the by-laws or policies;

b)    The approval or rejection of plans;

c)    Dissolution of the Celriver Legacy Project

d)    Election of new and substitute Directors of the Board; or removal of a Board Director

e)    Authorization of any officer or officers, agent or agents of the Celriver Legacy Project, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Celriver Legacy Project, and such authority may be general or confined to specific instances.

2)    All check authorizations, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Celriver Legacy Project with amounts of $500 or more, shall require two Board signatures.

3)    All funds of the Celriver Legacy Project shall be deposited to the credit of the Celriver Legacy Project in such banks, trust companies or other depositories as the Board may select.

4)    The Board may accept or reject on behalf of the Celriver Legacy Project any contribution, bequest, gift, or device for the general purpose or for any special purpose of the Celriver Legacy Project.


§2.2    Number, Tenure and Qualifications of Board

The Board of Directors shall consist of three officers and no fewer than five additional Directors. Each Director shall hold office until the completion and implementation of the Celriver Legacy Project or until removed. Directors need not be residents of the state of South Carolina unless so required by the by-laws.

§2.4    Regular Meetings
    
The Board may provide, by resolution, the time and place (within the County) where the project’s principle office is located for the holding of additional regular meetings.  No additional notice is required other than the resolution.

§2.5    Special Meetings

Special meeting may be called by the Chair or at the request of a majority of the Board of Directors.

§2.7.    Proxies

At all Board meetings, a Director may vote in person, or vote by proxy which is executed in writing (or email) by the Director or which is executed by his duly authorized attorney-in-fact.  Such proxy shall be dated and filed with the Secretary or other person authorized to tabulate votes before or at the time of the meeting.  

§2.8   Quorum
    
A simple majority of the number of Directors in office at the time the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board.  A quorum of the Board is required for the Board to take any action unless otherwise set forth in these bylaws.

§2.9    Manner of Acting.

1)    Required Vote.  The act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors.

2)    Telephone Meeting.  Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through 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)    Failure to Object to Action.  A Director who is present at a meeting of the Board or a committee of the Board when action is taken is deemed to have assented to the action taken unless:

a)    He/she objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting;  or

b)    His/her dissent or abstention from the action taken is entered in the minutes of the meeting; or

c)    He/she delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or immediately after adjournment of the meeting.  The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

§2.10.    Action without a Meeting

Action required or permitted at a Board meeting may be taken without a meeting if the action is agreed to by a simple majority of Directors of the Board.  The action may be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Action evidenced by written consents under this section is effective upon the date the last Director signs the consent, unless the consent specifies a different effective date.  A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

§2.12    Removal of a Board Director

The Board may remove one or more Directors at a meeting called for that purpose, if notice has been given that the purpose of the meeting is such removal.  The removal may be with or without cause. A Director may be removed only by a simple majority of the Directors eligible to vote. The Director whose removal is in question shall not be eligible to vote on the issue.

§2.14     Vacancies
    
    In case of officer vacancies through death, resignation, disqualification, disability, or any other     cause, such vacancy shall be filled by a successor elected by the Board.

§2.15    Board’s Rights to Inspect Records

    The Celriver Legacy Project shall keep as permanent records minutes of all meetings of the Board, a record of all actions taken by the Board without meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the Celriver Legacy Project.   
    

§2.16    Financial Statements

    The Celriver Legacy Project shall furnish its Directors with monthly financial statements that include a balance sheet as of the end of the fiscal year and an income statement for that year.  Annual financial statements for the Directors must be prepared on the basis of generally accepted accounting principles.


ARTICLE III

 OFFICERS

§3.1.    Number

The officers of the Board shall be a Chair, a Secretary and a Treasurer, each of whom shall be appointed by the Board.  If specifically authorized by the Board, an officer may appoint one or more officers or assistant officers.  

§3.2.    Appointment and Term of Office

The officers of the Board shall be elected by the Board for the duration of the Project.

§3.3.    Chair

The Chair shall be the principle executive officer of the Celriver Legacy Project and subject to the control of the Board; shall in general, supervise and control all of the business and affairs of the Board. He/she shall, when present, preside at all meetings of the Board.  In his/her absence the Secretary shall assume the duties of the Chair. The Chair may sign, with the Treasurer or any other proper officer certificates, deeds, bonds, contracts, or other instruments which the Board has authorized to be executed,  and in general,  shall perform all duties normal to the office of Chair and such other duties as may be prescribed.

§3.4.    Secretary
.
    The Secretary will maintain all records for the Celriver Legacy Project and record minutes from the Board of Directors’ meetings. The Secretarywill make sure that all notices are duly given in accordance with the provisions of these bylaws or as required by law and shall in general, perform all duties normal to the office and such other duties as may be assigned by the Chair.

§3.6.    Treasurer

The Treasurer shall establish and maintain the Celriver Legacy Project book of accounts and shall be responsible for all funds and securities. In general, the Treasurer will perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the Chair or by the Board.  

ARTICLE IV

INDEMNIFICATION OF DIRECTORS AND OFFICERS

§4.1.    Indemnification

Each present or future Director, officer or executive officer, whether or not then in office, shall be indemnified by the corporation against all claims, liabilities, judgments, decrees and fines, and all expenses reasonably incurred or imposed upon him in connection with any action suit or proceeding, or any settlement or compromise thereof approved by the Board of Directors, to which he may be made a part by reason of any action, either of omission or of commission, performed by him while acting in good faith, except in relation to matter as to which recover shall be had against him by reason of his having been finally adjudged, in such action, suit or proceeding, derelict in the performance of his duties as such Director, officer or executive officer. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law.

ARTICLE V

AMENDMENTS

§5.1.    Amendments

These By-Laws may be amended at any regular or special meeting of the Celriver Legacy Project by a majority vote of the Directors present consisting of a quorum, provided the proposed amendment has been submitted at the previous meeting or offered to all Directors in writing ten days before the meeting.

Article VI.

 Dissolution

§6.1.     Dissolution

In the event this organization is dissolved, any assets remaining in the organization will be donated to a tax-exempt organization of similar nature as may be designated by the officers of the Board at the time of dissolution.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.


The undersigned Chair, Secretary and Treasurer of the Celriver Legacy Project, hereby certify that the above bylaws were approved by the Board and are hereby adopted by the Board on this 31st day of October, 2014.

 

Attest: ______________________________
                                Chair, Ed Ewald

                                ______________________________
                                Secretary, Mack Bailey
                    
                                ______________________________
                                Treasurer, Jim Davis
 
Revisions to Celriver Legacy Project By-Laws

Proposed Amendments to Celriver Legacy Project By-Laws
Revision 1 – December 19, 2014

The following amendments to the Celriver Legacy Project By-Laws are proposed to make the wording fully acceptable in Part III, Required Provisions in Your Organizing Documents, of the federal Form 1023, Application for Recognition of Exemption Under Section 501 (c) (3) of the Internal Revenue Code.

Article 1.2:  Purpose

Add the following paragraph after the existing paragraph.

The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article 6.1: Dissolution

Add the following paragraph after the existing paragraph.

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.