Advocates for Quality Development
Advocates for Quality Development
EXECUTIVE SUMMARY
Executive Summary: In addition to removing provisions applicable only to the first Board of Directors, the initial organization of the Corporation, and the first Annual Meeting, these updated Bylaws include minor text edits to improve clarity. The more significant changes include:
Article I
NAME AND LOCATION
Section 1. Name. The name of the corporation is Advocates for Quality Development, Inc., hereinafter referred to as the "Corporation."
Section 2. Location. The principal office of the Corporation shall be located in Oconee County, South Carolina. The registered office of the Corporation may be, but need not be, identical with the principal office.
Section 3. Nonprofit Organization. As a nonprofit corporation organized pursuant to the provisions of the South Carolina Nonprofit Corporation Code, Advocates for Quality Development, Inc. shall have no capital stock and no shareholders, and no part of the net earnings, income or profit of the Corporation shall inure to the benefit of or be distributable to its Directors and officers. However, the Corporation may pay reasonable compensation to other individuals and businesses for services rendered and may make payments and distributions in furtherance of its stated purpose.
Article II
PURPOSE
To support policies, legislation, and developments that enhance the overall quality of life for residents in Oconee and Pickens Counties and work to protect our watershed, public safety, and the environment.
Article III
MEMBERSHIP
Membership is open to all persons, who have a special interest in furthering the Corporation’s purpose as outlined in Article II above.
Section 1. Active Member. An active member is an individual, family or institution that has completed and signed a membership application.
Section 2. Active Institutional Member. An institutional member is an organization such as a homeowners’ association, nonprofit organization, club, business, or other group that has completed and signed a membership application.
Section 3. Voting Members. For an active member to qualify as a Voting Member, the member’s annual dues, which are established by the Board of Directors for each membership class, must be paid in full. When the term Voting Member is used in this document, it includes Institutional, Individual and Family Voting Members.
Article IV
MEMBERSHIP MEETINGS
Section 1. Annual Meetings. The annual meeting of the Voting Members shall be held in November or December of each year.
Section 2. Special Meetings. Special meetings of the Voting Members may be called at any time by the President or by the Board of Directors, or upon written request of a minimum of one-fourth of all Voting Members.
Section 3. Place of Meetings. All meetings of the Voting Members shall be held at such place, within Oconee County, South Carolina as shall be determined by the Board of Directors.
Section 4. Notice of Meetings.Written or email notice of each meeting of the Voting Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, or emailing notice not less than ten (10) days nor more than sixty (60) days before the date of such meeting to each Voting Member, addressed to the Voting Member’s mailing or emailing address last appearing on the books of the Corporation, or supplied by such Voting Member to the Corporation for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 5. Voting Rights. Each Voting Member shall be entitled to cast a ballot for each Director vacancy.
Section 6. Quorum. The presence at the meeting of Voting Members entitled to cast, or of proxies entitled to cast, one third (1/3) of the Voting Member votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation or these Bylaws.
Section 7. Proxies. At all meetings of Voting Members, each Voting Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable.
Section 8. Action by Voting Members. Except as provided otherwise in the Articles of Incorporation, the Declaration or these Bylaws, any act or decision approved by a vote of no less than two-thirds (2/3) of all votes present at a duly held meeting of the Voting Members at which a quorum is present shall be regarded as the act of the Voting Members.
Section 9. Waiver of Notice. Any Voting Member may, at any time, waive notice of any meeting of the Voting Members in writing and such waiver shall be deemed equivalent to the giving of such notice.
Article V
BOARD OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee, appointed by the Board. The committee Chair shall be a member of the Board of Directors. Nominations also may be made from the floor at the Annual Meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies to be filled.
Section 2. Election. Directors shall be elected at the annual meeting of the Voting Members by written ballot or emailed proxy. At such election, each Voting Member or his/her proxy may cast one vote for each vacancy of a Board position. The person receiving the largest number of votes for each position shall be elected. Cumulative voting is not permitted. Emailed proxy/ballots sent from a Voting Member’s email address will be accepted as authenticated, even if unsigned. Such proxies should authorize the Secretary of AQD to vote for listed candidates or write-in candidates.
Section 3. Term of Office. Each director shall hold office for the term for which he/she was elected, or until his/her death, resignation, retirement, removal, disqualification or until his/her successor is elected and qualified. To be qualified, Directors must be natural persons age 18 or above and Active Members. Each elected Director will serve for a term of three (3) years unless he/she is elected to fill a Board vacancy. In this case, the Director will serve the remainder of his/her predecessor’s term. Nothing herein contained shall be construed to prevent the election of a director to succeed himself/herself.
Section 4. Powers. The Board of Directors shall manage the business and affairs of the Corporation and may exercise all powers of the Corporation, subject to any restrictions imposed by law, by the Articles of Incorporation or by these Bylaws.
Section 5. Annual Meeting of Directors. The annual meeting of the Board of Directors for the purpose of electing officers of the Corporation, and transacting such other business as may be brought before the meeting shall be held following the Annual Meeting of the Membership. The Board of Directors may, by resolution, provide for the time and the place of other regular meetings, and no notice of such regular meetings need be given.
Section 6. Special Meeting of Directors. Special meetings of the Board of Directors may be called by the President or by any two Directors, and written notice of the time and place of such meeting shall be given to each Director by first class mail, email notification, or in person at least two (2) days before the meeting. Any Director may execute a waiver of notice either before or after any meeting, and shall be deemed to have waived notice if he or she is present at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. Any meeting may be held at any place within or without the State of South Carolina.
Section 7. Quorum. A majority of the Directors in office at any time shall constitute a quorum for the transaction of business at any meeting. When a quorum is present, the vote of a majority of Directors present shall be the act of the Board of Directors, unless a greater vote is required by law, by the Articles of Incorporation, or by these Bylaws.
Section 8. Action of Board Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting with the written or emailed consent of a majority of the Directors and filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Board of Directors or committee, as the case may be.
Section 9. Committees. The Board of Directors, by resolution adopted by a majority of all of the Directors, may appoint committees as it deems necessary or desirable. Any committee so designated shall serve at the pleasure of the Board of Directors and may exercise such authority as is provided by these Bylaws or delegated by the Board of Directors.
Section 10. Telephone, Electronic Conference Meetings. The members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of telephone or electronic conferencing or by email communications as long as the meeting methodology allows all persons to exchange views. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 11. Filling Unexpired Terms. In the event of death or resignation of a Director, the remaining members of the Board may select a successor to serve for the unexpired term of his/her predecessor or the Board may elect to reduce the number of Board positions so long as at least seven Directors remain on the Board. The Members may elect a Director at any time to fill any vacancy not filled by the Directors.
Section 12. Adding or Eliminating Board Positions. At its discretion, the Board of Directors may establish additional Board positions or eliminate positions when vacancies occur so long as the Board has a minimum of seven Directors. When new Board positions are created, the Board may select individuals to fill such positions, for terms to be established by the Board.
Article VI
OFFICERS
Section 1. In General. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer. The President and Vice President shall be elected by the Board of Directors from its membership. The Board may appoint a Secretary and a Treasurer and such other officers or assistant officers as may be required. The Secretary and Treasurer may be members of the Board but are not required to be. Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier resignation, removal from office or death. Any two or more offices may be held by the same person, except that the same person shall not be both President and Secretary.
Section 2. President. The President shall be the Chief Executive Officer of the Corporation and shall give general supervision and direction to the affairs of the Corporation, subject to the direction of the Board of Directors.
Section 3. Vice President. The Vice President shall act in the case of the absence or disability of the President and shall have other duties as may be assigned by the President or the Board of Directors.
Section 4. Secretary. The Secretary shall give notice of all meetings of the Board of Directors for which notice is required, shall keep the minutes of the proceedings of the Board of Directors, and shall maintain the general records of the Corporation, except those required to be in the custody of the Treasurer. The Secretary shall have custody of the seal of the Corporation and shall sign and execute all documents that require the Secretary's signature and execution, and shall affix the seal of the Corporation thereto and attest the same when necessary.
Section 5. Treasurer. The Treasurer shall be responsible for the maintenance of proper financial books and records of the Corporation, and shall have custody of its funds and other assets.
Section 6. Other Authority and Duties. Each officer, employee and agent of the Corporation shall have such other duties and authority as may be conferred upon him or her by the Board of Directors or delegated to him or her by the President.
Section 7. Removal. Any officer may be removed from offices elected or appointed by the Board of Directors at any time by a majority vote of the Board, and such vacancy may be filled by the Board of Directors. However, a Director may only be removed from the Board by a majority vote of the Voting Members.
Section 8. Compensation. No director shall receive compensation for any service he may render to the Corporation. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. The Board may hire temporary or permanent employees to help it conduct the Corporation’s business
Article VII
DEPOSITORIES, SIGNATURES AND SEAL
Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.
Section 2. Execution of Legal Instruments. All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the President or by such other officer, officers, agent or agents as the Board of Directors may from time to time provide.
Section 3. Seal. The common seal of the Corporation shall bear within concentric circles the words "ADVOCATES FOR QUALITY DEVELOPMENT, INC." with the word "Seal" in the center.
Article VIII
INDEMNITY
Liability of the Board. The members of the Board of Directors shall not be liable to the Voting Members or Active Members for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith. The Members shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Corporation unless any such contract shall have been made in bad faith or contrary to the provisions of these Bylaws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Corporation, except to the extent that they are Voting Members of the Corporation.
Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation), by reason of the fact that he or she 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, Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Corporation (and with respect to any criminal action or proceedings, if he or she had no reasonable cause to believe his or her conduct was unlawful), to the maximum extent permitted by and in the manner provided by the South Carolina Nonprofit Corporation Code, and, if applicable, Section 4941 of the United States Internal Revenue Code.
Article IX
AMENDMENT OF ARTICLES OF
INCORPORATION OR BYLAWS
The Board of Directors shall have the power to alter and amend the Articles of Incorporation or Bylaws and to repeal the Bylaws or to adopt new bylaws. Action by the Directors with respect to the Articles of Incorporation or Bylaws shall be taken by an affirmative vote of a majority of all of the Directors then in office.
Article X
DISSOLUTION
Section 1. Dissolution. Dissolution of the Corporation shall be effected by a two-thirds affirmative vote of the Voting Members; provided all members have received advance notification of the vote. Upon such a vote, the Corporation should attempt to wind down its affairs by the end of the current fiscal year, if feasibly possible. If there are on-going matters that preclude an immediate dissolution, then the Corporation must stay in existence until such time that the matters are resolved.
Section 2: Asset Distribution.Upon dissolution of the Corporation, its property and assets shall be distributed as follows:
(a) All liabilities and obligations of the Corporation shall be paid, satisfied and discharged or adequate provision made for the satisfaction of all debts of the Corporation.
(b) Assets held by the Corporation requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed.
(c) Any remaining assets shall be distributed among such charities and/or tax-exempt institutions whose purposes are, in whole or in part, compatible with those of the Corporation as determined by a simple majority vote of the Board of Directors.
Article XI
RULES OF PROCEDURE:
Section 1. Policies and Procedures. Any policies or procedures not contrary to law or these bylaws may be approved or amended by a simple majority vote of the Board of Directors. Notification of policy or procedure changes will be provided to Voting Members at the next Annual or Special Meeting of Voting Members after such changes have been approved and will be made available to members on the Corporation’s website.
Section 2. Meeting Procedure.Any meeting of the Corporation and/or its officers shall be conducted in accordance with any generally accepted procedure agreed upon by the Board of Directors and announced to the Voting Members, except that the President shall in all events be a full voting member of the Board of Directors.
Article XII
MISCELLANEOUS
The fiscal year of the Corporation shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
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