● Meals on wheels in Charlotte-Mecklenburg ●
Friendship
Trays, Inc.
Bylaws
As amended through Aug. 26, 2005
ARTICLE I. NAME
The name of the corporation is Friendship Trays, Inc. and it is
incorporated under the laws of the State of North Carolina as a nonprofit
corporation for the purpose of delivering hot nutritious lunches to
recipients who cannot procure/ prepare a meal safely for themselves.
ARTICLE II. OFFICES
Section 1. Principal Office: The principal office of the corporation shall
be located at 2401- A Distribution Street, City of Charlotte, Mecklenburg
County, North Carolina, or such other place as determined by the Board.
Section 2. Registered Office: The registered office of the Corporation
required by the North Carolina Nonprofit Corporation Act may be, but need
not be, identical with the principal office.
Section 3. Other Offices: The Corporation may have offices at such other
places as the Board of Directors may from time to time determine, or as the
affairs of the Corporation may require.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers: The business and affairs of the corporation shall
be managed by the Board of Directors.
Section 2. Number, Term and Qualification: The number of Directors of the
Corporation shall be not less than fifteen nor more than thirty, including
ex-officio members of the Board.
The remaining members of the Board of Directors shall be divided into three
classes as nearly equal in number as practicable, determined by the year of
their election. Each Director shall be elected for a three year term.
Directors need not be residents of the State of North Carolina.
Ex-officio members may be appointed as deemed appropriate by the Board of
Directors. There shall be no limit to the number of terms. Ex-officio
members are not entitled to vote.
Section 3. Election of Directors: The Directors shall be elected by the
majority of the existing Board members at the meeting immediately preceding
the annual meeting. The term of office shall be three years. A Director is
eligible for election to two successive terms. One year must elapse between
the completion of a second term and re-election. When a Director is filling
an unexpired term of less than one-half term it is not considered a full
term for re-election purposes. If there is more than one-half term remaining
when a Director fills an unexpired term, it is considered a full term for
re-election purposes.
Section 4. Removal of Directors: Directors may be removed from office with
or without cause by a vote of the majority of the Directors. If any of the
Directors are so removed, new Directors may be elected at the same meeting.
Section 5. Orientation: Training for Board service shall take place within
one-month following a members election. Responsibility for the scheduling
and the conducting of training is assigned to the Human Resources Committee
in conjunction with the Executive Director or the Assistant Director unless
otherwise specified by the President.
Section 6. Vacancies: Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the Board of Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term
of the predecessor in office.
Section 7. Compensation: The Board of Directors shall not receive any
compensation for their services as such, but may provide for payment of all
expenses incurred by the Directors in attending the regular and special
meetings of the Board.
Section 8. Executive Committee. The Executive Committee shall consist of the
officers of the Corporation, plus the immediate past president and others as
the President so deems. This committee shall have the power of the Board
between meetings of the Board, except that it may not modify any action
taken by the Board, and all actions shall be reported to the Board of
Directors. One-half (1/2) of the members shall constitute a quorum.
Section 9: Committees of the Board: In addition to the Executive Committee,
there shall be committees for Human Resources, Nominating Committee,
Development, and Finance. Chairpersons of these committees must be members
of the Board of Directors. The Chairpersons of these committees shall be
appointed annually by the President or by resolution of the Board of
Directors. Special committees may be formed on an ad hoc basis.
Section 10: Meetings: The Board of Directors may provide by resolution the
time and place for the holding of regular meetings of the Board.
The regular annual meeting shall be held in January of each year. At this
meeting the newly elected officers shall be installed and the new members of
the Board will begin their terms.
Special meetings of the Board of Directors may be called by or at the
request of the President or Executive Committee.
Section 11. 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 give notice of the meeting to the directors
by any usual means of communication. If such notice is given to a director
in writing by mail, it shall be mailed, correctly addressed to such director
with postage prepaid, no later than seven days prior to the date of the
meeting. If such notice is given to a director in writing otherwise than by
mail, it shall be given so that director receives it no later than two days
prior to the meeting.
Attendance by a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for expressed
purpose of objecting to the transaction of any business because the meeting
is not lawfully called.
Section 12. Quorum: One-half (1/2) of the members shall constitute a quorum.
Vote may be cast by written proxy to be included in the quorum vote.
Section 13. Manner of Acting: Except as otherwise provided in this section,
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 14. Emeriti: In recognition of faithful and dedicated service to the
Board, the Board of Directors may elect as a Director Emeritus any person
who has served a minimum of three full three-year terms on the Board and is
age 70 or older. Not more than one Director Emeritus shall be elected in any
calendar year. Directors Emeritus shall be elected for a lifetime term and
shall have voice, but not vote, at all meetings of the Board. Such Directors
shall not be counted for purposes of the maximum number or minimum number of
Directors permitted under Section 2 of the Article.
ARTICLE IV. OFFICERS
Section 1. Number: The officers of the Corporation shall consist of a
President, President-Elect, a Secretary and a Treasurer. Any two offices may
be held by the same person except the office of President.
Section 2. Election & Term: The officers of the Corporation shall be elected
annually by the Board of Directors at the meeting immediately preceding the
annual meeting and the officers shall serve from the following annual
meeting until the next annual meeting or until their successors are elected
or appointed. If elected, any officer may be eligible to serve a second
consecutive 1 year term.
Section 3. President: The President shall be the principal executive officer
of the corporation and, subject to the control of the members, shall
supervise and control the management of the Corporation in accordance with
these Bylaws. 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 4. President- Elect: The President- Elect shall, in the absence or
disability of the President, perform the duties and exercise the powers of
that office. In addition the President- Elect shall perform such other
duties and have such other powers as the Board of Directors shall prescribe.
Section 5. Secretary: The Secretary shall see that accurate records are kept
of the acts and proceedings of all meetings of the Directors. The Secretary
shall have general charge of the corporate books and records and of the
corporate seal, and shall affix the corporate seal to any lawfully executed
instrument requiring it.
Section 6. Treasurer: The Treasurer shall oversee custody of all funds and
securities belonging to the Corporation and shall satisfy him/herself that
they are received, deposited, or disbursed in accordance with the direction
of the Board of Directors. The Treasurer shall satisfy him/herself that full
and accurate accounts of the finances of the Corporation are being kept
appropriately; that a true statement of its assets and liabilities as of the
close of fiscal year and of the results of its operations and changes in
surplus for such fiscal year, all reasonable detail, are being kept and are
made and filed at the registered or principal office of the Corporation
within six months after the end of such fiscal year.
Section 7. Bonds: The Board of Directors may by resolution require any or
all officers, agents and employees of the Corporation to give bond to the
Corporation, with sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time be required by
the Board of Directors.
ARTICLE V. CONTRACTS, LOANS AND DEPOSITS
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 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 evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the 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 officers or officer as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed or
invested shall be deposited from time to time to the credit of the
corporation in such depositories as the Board of Directors shall direct.
ARTICLE VI. GENERAL PROVISIONS
Section 1. Pronoun: The masculine shall include the feminine and the
feminine shall include the masculine herein unless otherwise indicated.
Section 2. Seal. The Corporate seal of the Corporation shall consist of two
concentric circles with the words Friendship Trays, Inc., Charlotte, North
Carolina, 1978 contained therein.
Section 3. Waiver of Notice: Whenever any notice is required to be given to
any Director under the provisions of the North Carolina Non-Profit
Corporation Act or under the provisions of the Articles Of Incorporation or
By-laws of this Corporation, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the times
stated therein, shall be equivalent to the giving of such notice.
Section 4. Fiscal Year: Unless otherwise ordered by the Board of Directors,
the fiscal year of the corporation shall be from January 1 to December 31.
Section 5. Amendments: Except as otherwise provided herein, these by-laws
may be amended or replaced and new by-laws may be adopted by the affirmative
vote of the majority of the Directors then holding office at any regular or
special meeting of the Board of Directors provided the proposed amendment
shall have been presented in writing to the Board and discussed at the
previous regular meeting.
The Board of Directors shall have no power to adopt a by-law:
(1) requiring more than a majority of the Directors for a quorum at a
meeting of Directors or more than a majority of the Directors voting to
constitute action by the Directors, except where higher percentages are
required by law;
(2) providing for the management of the Corporation otherwise than by the
Board of Directors or its Executive Committee.
________________________________ Date:_____________________________
President
________________________________ Date:_____________________________
Secretary