Sample Bylaws

BYLAWS

OF

NAME OF ORGANIZATION

ARTICLE I.

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be located in the
City of ____, _____.

Section 2. Registered Office. The registered office of the corporation required by law to
be maintained in the State of __________ may be, but need to be, identical
with the principal office.

Section 3. Other Offices. The corporation may have offices at such other places, either
within or without the State of __________ , as the Board of Directors may
designate or as the affairs of the corporation may require from time to time.

ARTICLE II.

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed
by its Board of Directors.

Section 2. Number, Term, and Qualifications. The number of Directors constituting the
Board of Directors shall be fixed from time to time by the Board of Directors,
but shall be no less than twelve and no more than twenty-one. Each director
shall hold office until his death, resignation, retirement, removal,
disqualification or his successor shall have been elected and qualified.
Directors need not be residents of the State _____________.

Section 3. Election of Directors. The directors shall be elected by the vote of the directors
then in office; and those persons who receive the highest number of votes at a
meeting at which a quorum is present shall be deemed to have been elected. If
any director so demands, the election of directors shall be by ballot. The
present intent of the Board of Directors, which is non-binding, is that the
persons holding the following positions, from time to time, shall be elected to
the Board of Directors as ex officio members: [include superintendent of
school district; chairperson of your local PTA; chairperson of the education
committee of your Chamber of Commerce; chairperson of your school board;
chairperson of the County Commission for your county; representative from
 the United Way or other major community charity. These ex officio members
may be designated voting or non-voting.]

Section 4. Removal. Any director may be removed at any time with our without cause by
the vote of a majority of the directors present at a meeting at which quorum is
present.

Section 5. Vacancies. Any vacancy occurring in the elected directors may be filled by the
affirmative vote of a majority of the remaining directors even though less than
a quorum, or by the sole remaining director. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6. Chairman of Board. There may be a Chairman of the Board of Directors

elected by the directors from their number at any meeting of the Board. In the
absence of a Chairman, the President shall preside at all meetings of the Board
of Directors and perform such other duties as may be directed by the Board.

Section 7. Compensation. The Board of Directors may not compensate directors for their
services as such but by resolution may pay a fixed sum for attendance at
meetings of the Board of Directors and may provide for the payment of any or
all expenses incurred by directors in attending regular and special meetings of
the Board.

ARTICLE III.

MEETINGS OF DIRECTORS

Section 1. Regular Meetings. A regular annual meeting of the Board of Directors shall be
held annually at the principal office of the corporation or at such other place as
the Board may designate. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of
__________ , for the holding of additional regular meetings.

Section 2. Special Meetings. Special meetings of the Board of Directors may be called or
at the request of the President or any three (3) directors. Such a meeting may
be held either within or without the State of __________ , as fixed by the
person or persons calling the meeting.

Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held
without notice. The person or persons calling a special meeting of the Board of
Directors shall, at least ten days before the meeting, give written notice thereof
delivered personally or sent by mail to each director at his address as shown by
the records of the corporation. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a sealed envelope so
addressed with postage thereon prepaid. Such notice need not specify the
purpose for which the meeting is called.

Section 4. Waiver of Notice. Any director may waive notice of any meeting. The
attendance by a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
Section 5. Quorum. A majority of the members of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors.

Section 6. Manner of Acting. Except as otherwise provided in these bylaws, the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.

Section 7. Presumption of Assent. A director of the corporation who is present at a

meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his
contrary vote is recorded or his dissent is otherwise entered in the minutes of
the meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 8. Informal Action by Directors. Action taken by a majority of the directors

without a meeting is nevertheless Board action if written consent to the action
in question is signed by all the directors and filed with the minutes of the
proceedings of the Board, whether done before or after the action so taken.

Section 9. Committees of the Board. The Board of Directors, by resolution adopted by a

majority of the directors present at a meeting at which a quorum is present,
may designate directors to constitute an Executive Committee and other
committees, each of which, to the extent authorized by law and provided in
such resolution, shall have and may exercise all of the authority of the Board
of Directors in the management of the corporation. The designation of any
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility or
liability imposed upon it or him by law.

ARTICLE IV.

OFFICERS

Section 1. Officers of the Corporation. The officers of the corporation shall consist of a
President, a Vice President, a Secretary, a Treasurer, and such Assistant
Secretaries, Assistant Treasurers, and other officers as the Board of Directors
may from time to time elect. Any two or more offices may be held by the same
person, but no officer may act in more than once capacity where action of two
or more officers is required. In addition, the Board of Directors may from time
to time appoint one or more persons to staff positions, including the position of
Executive Director, to carry out the instructions of the Board of Directors and
the Corporation’s officers.

Section 2. Election and Term. The officers of the corporation shall be elected annually by
the Board of Directors and each officer shall hold office for one year or until
his successor shall have been elected and qualified. A vacancy in any office
because of death, resignation, removal, disqualification or otherwise may be
filled by the Board of Directors for the unexpired portion of the term.
Section 3. Compensation of Officers. The compensation of all officers of the corporation
shall be fixed by the Board of Directors and no officer shall serve the
corporation in any other capacity and receive compensation therefor unless
such additional compensation be authorized by the Board of Directors.

Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board whenever in its judgment the best interests of
the corporation will be served thereby; but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

Section 5. Bonds. The Board of Directors may by resolution require any officer, agent, or
employee of the corporation to give bond to the corporation, with sufficient
sureties, conditioned on the faithful performance of the duties of his respective
office or position, and to comply with such other conditions as may from time
to time be required by the Board of Directors.

Section 6. President. The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the corporation.
He shall, when present, preside at meetings of the Board of Directors in the
Chairman of the Board is not present or if there is no Chairman of the Board.
He shall sign, with the Secretary, an Assistant Secretary, or any other proper
officer of the corporation thereunto authorized by the Board of Directors, any
deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these bylaws to some other officer or agent ot the corporation, or shall be
required by law to be otherwise signed or executed; and in general he shall
perform all duties incident to the office of President and such other duties as
they may be prescribed by the Board of Directors from time to time.

Section 7. Vice President. In the absence of the President or in the event of his death,
inability, or refusal to act, the Vice President, unless otherwise determined by
the Board of Directors, shall perform the duties of the President, and when so
acting shall have all the powers of and be subject to all the restrictions upon
the President. The Vice President shall perform such other duties as from time
to time may be assigned to him the President or Board of Directors.

Section 8. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the
Board of Directors and of all Executive Committees in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; and (d) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.

Section 9. Assistant Secretaries. In the absence of the Secretary or in the event of his
death, inability or refusal to act, the Assistant Secretaries, in the order of their
length of service as Assistant Secretary, unless otherwise determined by the
Board of Directors, shall perform the duties of the Secretary, and when so
acting shall have all the restrictions upon the Secretary. They shall perform
such other duties as may be assigned to them by the Secretary, by the
President, or by the Board of Directors.
Section 10. Treasurer. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
such depositories as shall be selected in accordance with the provisions of
Section 4 of Article V of these bylaws; and (b) in general perform all of the
duties incident to the office of Treasurer and such other duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors, or by these bylaws.

Section 11. Assistant Treasurers. In the absence of the Treasurer or in the event of his
death, inability, or refusal to act, the Assistant Treasurers, in the order of their
length of service as such, unless otherwise determined by the Board of
Directors, shall perform the duties of the Treasurer, and when so acting shall
have all the powers of and be subject to all restrictions upon the Treasurer.
They shall perform such other duties as may be assigned to them by the
Treasurer, by the President, or by the Board of Directors.

ARTICLE V.

CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and 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

evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. 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 manner as shall from
time to time be determined by resolution of the Board of Directors. In the
absence of such resolution, such instruments shall be signed by the Treasurer
and countersigned by the President or Vice President of the corporation.

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 of Directors may select.

Section 5. Gifts. The Board of Directors may accept, on behalf of the corporation, any
contribution, gift, bequest or devise for the general purpose or for any special
purposes of the corporation.

ARTICLE VI.
 GENERAL PROVISIONS

Section 1. Seal. The corporate seal of the corporation shall consist of two concentric
circles between which is the name of the corporation and in the center of
which is inscribed SEAL; and such seal, is hereby adopted as the corporate
seal of the corporation.

Section 2. Indemnification. Any person who at any time serves or has served as a
director, officer, employee or agent of the corporation, or in such capacity at
the request of the corporation for any other corporation, partnership, joint
venture, trust, other enterprise, shall have a right to be indemnified by the
corporation to the fullest extent permitted by law against (a) reasonable
expenses, including attorneys’ fees, actually and necessarily incurred by him
in connection with any threatened pending or completed action, suit, or
proceedings, whether civil, criminal, administrative, or investigative, and
whether or not brought by or on behalf of the corporation, seeking to hold him
liable by reason of the fact that he is or was acting in such capacity, and (b)
reasonable payments made by him in satisfaction of any judgment, money
decree, fine, penalty or settlement for which he may have become liable in any
such action, suit, or proceeding.

The Board of Directors of the corporation shall take all such action as may be
necessary and appropriate to authorize the corporation to pay the
indemnification required by this bylaw, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due
him.

Any person who at any time after the adoption of this bylaw serves or has
served in any of the aforesaid capacities for or on behalf of the corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein. Such right shall
inure to the benefit of the legal representatives of any such person and shall
not be exclusive or any other rights to which such person may be entitled apart
from the provision of this bylaw.

In addition to the foregoing, the Board of Directors shall have the right and
power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability.

Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of
Directors.

Section 4. Amendments. Except as otherwise provided herein, these bylaws or the

corporation’s articles of incorporation may be amended or repealed and new
bylaws (or amended articles of incorporation) may be adopted by the
affirmative vote of two thirds of the directors then holding office at any regular
or special meeting of the Board of Directors at which a quorum is present,
 provided that at least ten (10) days written notice is given of intention to alter,
amend, repeal or adopt new Bylaws (or articles of incorporation) at such
meeting.

Section 5. Distribution Upon Dissolution. Upon dissolution, all of the corporation’s

assets shall, after all of its liabilities and obligations have been discharged or
adequate provision made therefor, be distributed to any association or
associations organized for purposes similar to the purpose of the corporation as
may be designated by a majority of the directors of the corporation then
holding office, provided that such organization is an organization qualified
under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

Section 6. Books and Records. The corporation shall keep correct and complete books
and records and shall also keep minutes of the proceedings of the Board of
Directors and committees having any of the authority of the Board of
Directors. The books, records and papers of the corporation shall be at all
times, during reasonable business hours, be subject to inspection by any
director. The articles of incorporation and the bylaws of the corporation shall
be available for inspection by any member at the principal office of the
corporation.