BY-LAWS OF THE
Camp Thunderbird Charitable Foundation
ARTICLE I: LOCATION AND OFFICES
Principal Office.
Section 1:1. The principal office of the Corporation shall be at such place as the Board of Directors may from time to time determine, but until a change is effected such principal office shall be at 802 DeMun Avenue, St. Louis, Missouri..
Other Offices.
Section 1:2. The Corporation may also have other offices, in such places (within or without the State of Missouri) as the Board of Directors may from time to time determine.
Registered Office.
Section 1:3. The registered office of the Corporation shall be maintained in the State of Missouri, and may be, but need not be, identical with the principal office. The registered office may be changed from time to time by action of the Board of Directors and upon appropriate notice to the Secretary of State.
ARTICLE II: MEMBERS
No Members of Memberships.
Section 2:1. The Corporation shall not have any members and shall not issue any memberships.
ARTICLE III: DIRECTORS
General Powers.
Section 3:1. The Board of Directors shall control and manage the business and property of the Corporation. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, or elsewhere in these By-Laws, required to be exercised or done by some particular officer of the Corporation.
Number and Qualification.
Section 3:2. The Board of Directors of the Corporation shall consist of at least 7 individuals.
Term of Office.
Section 3:3. Each Director shall hold office for a term continuing until the first annual meeting of the Board of Directors next succeeding his election and until his successor is duly elected and qualified.
Succession.
Section 3:4. Each Director is eligible to succeed himself/herself indefinitely.
Vacancies.
Section 3:5. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors.
Change in Number of Directors.
Section 3:6. The number of Directors constituting the Board of Directors may be increased or decreased by amendment to Section 3:2 of the By-Laws, provided that such number shall always be at least seven.
Advisory Directors.
Section 3:7. Each former Director of the Corporation may serve for one year as an Advisory Director with all the rights and privileges of a Director except the right to vote.
Annual Meetings.
Section 3:8. The Board of Directors will hold at least one (1) in person meeting each year at a date, place and time determined by the President. Each Board of Director will be given sufficient advance notice of the meeting, its time and place.
Regular Meetings.
Section 3:9. The Board of Directors may, from time to time, by resolution, provide for regular meetings, which may thereafter be held at the time and place designated without notice thereof to the Directors; provided, however, that any Director absent from the meeting at which such resolution was adopted shall be notified of the adoption thereof not less than three days prior to the first regular meeting to be held pursuant thereto.
Special Meetings.
Section 3:10. Special meetings of the Board of Directors may be called by the President, or any two Directors, on not less than three days notice, and shall be held at the time and place specified in the notice of the meeting.
Place of Meetings.
Section 3:11. The Board of Directors may hold its meetings at the principal office of the Corporation or at such other place within or without the State of Missouri as it may from time to time determine.
Quorum.
Section 3:12. Except as otherwise provided by law or by the Articles of Incorporation, a majority of the full Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present at a meeting, or the Director, if there be only one present, or the Secretary if there be no Director present, may adjourn the meeting to a different time and/or place, not to exceed thirty days, until a quorum be had. No notice other than announcement at the meeting need be given of the time and or place of such adjourned meeting.
Participation by Telephone.
Section 3:13. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Actions of Directors in Lieu of Meeting.
Section 3:14. If permitted by law and if all the Directors consent in writing to any action to be taken by the Directors, such consents shall have the same force and effect as a unanimous vote of the Directors at a meeting duly held, and may be stated as such in any certificate or document filed pursuant to the provisions of applicable law. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
Compensation.
Section 3:15. No Director shall be entitled to compensation for his attendance at any meeting of the Board of Directors or of any committee thereof.
Reimbursement of Expenses.
Section 3:16. The Board of Directors may provide that Directors receive reimbursement for transportation and other expenses incident to their attendance at any meeting of the Board of Directors or of any committee thereof of which they are members.
ARTICLE IV: COMMITTEES
Executive Committee.
Section 4:1. The Board of Directors may designate an Executive Committee to consist of two or more Directors, one or more of whom shall be designated by the Board as Chairman of the Committee. The Board of Directors may delegate to the Executive Committee any and all authority with respect to the management of the Corporation otherwise vested in the Board of Directors, shall have the power at any time to expand or limit the authority of the Committee, or dissolve it, and may fill vacancies in, or change the membership of, the Committee.
Meetings of Executive Committee.
Section 4:2. The Executive Committee may provide for regular meetings to be held with or without notice at such time and place as it, from time to time, may fix. Other meetings of the Executive Committee may be called by the Chairman or any two members thereof. Any member may, or upon request by any member, the Secretary shall, give the required notice calling the meeting. The Executive Committee shall keep a record of its proceedings, and shall regularly present such records to the Board of Directors.
Other Committees.
Section 4:3. Other Committees may be established from time to time by the Board of Directors, having such purposes and such powers as the Board of Directors may confer. The Board of Directors shall appoint such persons as members of any such committee and shall designate one such person as the Chairman thereof. The Board of Directors shall have the power at any time to expand or limit the authority of the Committee, to dissolve it, and to fill vacancies in, or change the membership of, the Committee.
Action by Committees.
Section 4:4. Unless otherwise provided by the Board of Directors, a majority of the members of any Committee shall constitute a quorum, and the acts of a majority of the members present at a meeting of the committee at which a quorum is present shall be the act of such committee.
ARTICLE V: OFFICERS
Principal Executive Officers.
Section 5:1. The Principal Executive Officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be specifically designated with a descriptive title such as Executive Vice President or Vice President in charge of some particular phase(s) of the Corporation’s affairs), a Treasurer, and a Secretary. Any two or more offices may be held by the same person except the offices of President and Secretary.
Other Officers.
Section 5:2. The Board of Directors may appoint such other officers as it may deem necessary (including, but not by way of limitation of the generality of the foregoing, one or more Assistant Treasurers, and one or more Assistant Secretaries), each of whom shall have such authority and perform such duties as the Board of Directors from time to time may designate.
Appointment, Term of Office and Compensation.
Section 5:3. The Officers of the Corporation shall be appointed by, and shall hold office at the pleasure of, the Board of Directors. Their compensation, if any, shall be fixed by the Board of Directors.
Powers and Duties of Officers.
Section 5:4. The officers of the Corporation shall have the powers and perform the duties usually incident to such offices and any other powers and duties designated by the Board of Directors or provided for in these By-Laws.
President.
Section 5:5. Unless otherwise provided by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation, shall preside at meetings of the Board of Directors, and, subject to the Board of Directors, shall have general charge of the activities of the Corporation. In addition he shall perform such other duties as from time to time may be assigned to him by law, the Board of Directors, or these By-Laws. He/She shall keep the Board of Directors fully informed of his activities on behalf of the Corporation.
Vice President.
Section 5:6. Each Vice President shall have such powers and shall perform such duties as may be assigned to him by law, the Board of Directors, the President, or these By-Laws. In the absence or disability of the President, or at any time upon his request, the powers and duties of the President shall be performed by the Vice President, or, if more than one is serving, by the Vice President having the highest priority. The Board of Directors may designate such priority, but in the absence thereof, such priority shall be determined by the order of the appointment of the Vice Presidents, the earliest appointed Vice President having the highest priority. Vice Presidents appointed at the same meeting shall be deemed to have been appointed in the order in which their names are set forth in the minutes recording their appointment.
Treasurer.
Section 5:7. The Treasurer shall have custody of, and be responsible for, all the funds and securities of the Corporation and shall deposit and withdraw such funds and securities in and from such banks, trust companies, or other depositories as shall be selected in accordance with the resolutions adopted from time to time by the Board of Directors. He/She shall also have custody of and be responsible for the maintenance of the books of account of the Corporation, and shall perform such other duties as from time to time may be assigned to him by law, the Board of Directors, the President or these By-Laws.
Secretary.
Section 5:8. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law, be custodian of the Corporation’s records, keep a register of the post office addresses of all Directors, and have general charge of the books and records of the Corporation. In addition, the secretary shall perform such duties and have such powers as may be assigned to him by law, the Board of Directors, the President or these By-Laws.
Bonding.
Section 5:9. If so required by the Board of Directors, an officer shall give bond in such form and amount and with such sureties as the Board of Directors may provide, for the faithful discharge of his duties, but the premiums for any such bond shall be borne by the Corporation.
ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Liabilities Covered.
Section 6:1. The Corporation shall indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 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, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts incurred by him in connection with said action, suit or proceeding, or in settlement thereof, to the extent and under the circumstances permitted by the General Not-For-Profit Corporation Law of Missouri as in effect and applicable from time to time.
Procedures for Indemnification.
Section 6:2. Said indemnification (unless ordered by a court) shall be made as authorized in a specified case upon a determination that indemnification of the said director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in the General Not-For-Profit Corporation Law of Missouri as in effect and applicable from time to time. Said determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to, or threatened to be made parties to, said action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. The Corporation may pay the expenses incurred in defending said action, suit, or proceeding in advance of the final disposition of said action, suit or proceeding, and the Board of Directors may itself undertake at its expense the defense of said action, suit or proceeding, upon receipt of an undertaking by or on behalf of said director, officer, employee or agent to repay all money paid out by the Board of Directors as a result thereof unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized by the General Not-For-Profit Corporation Law of Missouri, as in effect and applicable from time to time, and by these By-Laws.
Extent of Rights Hereunder.
Section 6:3. The right of indemnification provided by this Article VII shall not be exclusive of any other rights to which said director, officer, employee or agent may be entitled under any statute, law, by-law, agreement, vote of disinterested directors or otherwise, shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs and personal representatives of said director, officer, employee or other agent.
Purchase of Insurance.
Section 6:4. The Board of Directors may authorize, to the extent permitted by the General Not-For-Profit Corporation Law of Missouri, as in effect and applicable from time to time, the purchase and maintenance of 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 a 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 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 under the provisions of the General Not-For-Profit Corporation Law of Missouri.
Consolidations and Mergers.
Section 6:5. The provisions of this Article VI shall apply to all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of any such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.
ARTICLE VII: MISCELLANEOUS
Corporate Seal.
Section 7:1. The Corporation shall have no seal unless the Board of Directors determines that the Corporation shall have one.
Resignations.
Section 7:2. Any Director or Officer of the Corporation may resign at any time by giving written notice thereof to the Board of Directors or, except in the case of the President, to the President. Any such resignation shall take effect upon receipt of said notice or at such later date as shall be specified therein without, in either case, the necessity of any acceptance of such resignation.
Notice.
Section 7:3. Unless waived as provided in these By-Laws, or otherwise herein provided, notice of the time, place and purpose of each meeting of the Board of Directors and of each committee shall be delivered to each Director or committee member, either in person or by mail, postage prepaid and addressed to such Director or committee member, either at the most recent address which he has furnished the Secretary of the Corporation or at his last known resident address, at least five days before such meeting. If given by mail, such notice shall be deemed delivered upon deposit in the United States mail, postage prepaid, and addressed in either manner aforesaid.
Waiver.
Section 7:4. Whenever any notice is required to be given by law, the Articles of Incorporation, or these By-Laws, a waiver thereof in writing, signed by the person entitled to such notice, or a duly authorized representative of such person, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Presence at a meeting of Directors or of a committee shall constitute a waiver of notice with respect to said meeting, except where the Director or committee member states that he is present solely for the purpose of objecting to the transaction of business because the meeting was not lawfully called.
Amendments.
Section 7:5. The Board of Directors shall have power to make, amend and repeal the By-Laws of the Corporation, provided that no such amendment shall reduce the number of the Board of Directors to less than three nor otherwise be inconsistent with the Articles of Incorporation or applicable law.
No Liability.
Section 7:6. No director or officer of this Corporation shall be liable for any loss suffered by the Corporation unless such loss occurred solely or in part as a direct result of his gross misconduct or willful neglect of duty.
Use of Funds and Property.
Section 7:7. All funds and properties belonging to this Corporation shall be applied for the purposes for which this Corporation is formed as specified in its Articles of Incorporation.
Accept or Reject Gifts.
Section 7:8. The Board of Directors may accept or reject on behalf of the Corporation any money, securities, real or personal property, or any other property, or any services, offered to the Corporation by any person, corporation, or other organization, or by any federal, state or other governmental authority or agency, for any general or specific purposes.
Execution of Instruments.
Section 7:9. All checks, promissory notes, contracts, or other instruments to be signed by the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time direct; provided, however, that in the absence of any such designation, they may be signed on behalf of the Corporation by the President, or any Vice President, and the Secretary.
Voting Stock.
Section 7:10. Unless otherwise provided by the Board of Directors, the President shall have full power and authority on behalf of the Corporation (a) to act and vote as fully as the Corporation might do if present at any meeting of the shareholders of another corporation in which this Corporation may hold stock; (b) to waive notice of and consent to the holding of any such meeting; and (c) to sign a consent to action in lieu of such meeting.
Registration of Securities.
Section 7:11. Stock or other registered securities of the Corporation may, if determined by the Board of Directors, be issued in the name of a nominee designated by the Board of Directors, or the Board of Directors may establish a trust or agency account with a bank or trust company in which such stock or other securities may be held, and may delegate to the trustee or agent such investment powers as it may see fit, including specifically full power and authority to make investments at the sole discretion of such trustee or agent. The Board of Directors may pay any such trustee or agent such compensation as the Board deems reasonable.
Severability.
Section 7:12. If any word, clause or provision of these By-Laws shall, for any reason, be determined to be invalid or ineffective, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.
ARTICLE VIII: PURPOSES & OBJECTIVES
The purposes and objectives of the organization are strictly charitable in nature. The purpose of this organization is to make it possible for more youths to attend and benefit from those summer camps throughout the United States whose principal objectives are to provide socially and educationally beneficial summer camp experiences.
The organization was established by three alumni of Camp Thunderbird, which is located in Bemidji, Minnesota. Camp Thunderbird is a for-profit summer camp founded in 1946 by “Speedy” Altman. It is a multi-specialty camp that offers children, ages eight to sixteen, individual attention and quality instruction in many activities, including arts, land and water sports, and wilderness experiences. Camp Thunderbird’s instructional philosophy has always been to utilize each camp activity as a tool to emphasize each child’s self-esteem and to encourage the personal development and social growth of the child.
These three alumni of Camp Thunderbird, knowing the value and the personally rewarding experiences which can result from a summer camp experience, wish to foster and promote similar experiences for other children through the “Speedy and Honey” Altman Memorial Camp Foundation..
First, the organization plans to distribute most of its annual giving funds (the amount to be determined by the Board) to not-for-profit camps which have qualified under Section 501(c)(3) of the Code because of their method of operation or underlying purposes (for example, eligible recipients would be camps sponsored by various religious organizations, the Easter Seals Society, the Shriners and other camps which have been granted Section 501(c)(3) status). It is the hope and intention that the funding provided will enable these camps to, among other things, sponsor “camperships” for financially underprivileged children, to purchase much needed equipment, to rehabilitate worn and damaged equipment, to improve living quarters, and to employ appropriate personnel.
Second, the organization plans to distribute funds (the amount to be determined by the Board) to selective summer camps that operate solely to serve those young children who have (or who have had) cancer or some other debilitating or life changing disease or trauma. The organization, by providing funds for these camps, seeks to aid the camps in providing the children a diversion and a sense of accomplishment and normality, all of which are often foregone in hospital rooms and doctors’ offices. Uses of these funds are the same as the above paragraph.
Third, the organization plans to distribute funds (the amount to be determined by the Board) to sponsor camperships so that needy or underprivileged children can attend Camp Thunderbird. The management of Camp Thunderbird has agreed that its charge for the participating children will be at its “direct cost”; that is, there will be no charge for equipment, overhead, or other indirect camp expenses. The organization intends to select these children based solely on need to enable them to attend a camp they never could have attended on their own. The awarding of camperships will be made by a selection committee consisting of the Board of Directors.
Principal Office.
Section 1:1. The principal office of the Corporation shall be at such place as the Board of Directors may from time to time determine, but until a change is effected such principal office shall be at 802 DeMun Avenue, St. Louis, Missouri..
Other Offices.
Section 1:2. The Corporation may also have other offices, in such places (within or without the State of Missouri) as the Board of Directors may from time to time determine.
Registered Office.
Section 1:3. The registered office of the Corporation shall be maintained in the State of Missouri, and may be, but need not be, identical with the principal office. The registered office may be changed from time to time by action of the Board of Directors and upon appropriate notice to the Secretary of State.
ARTICLE II: MEMBERS
No Members of Memberships.
Section 2:1. The Corporation shall not have any members and shall not issue any memberships.
ARTICLE III: DIRECTORS
General Powers.
Section 3:1. The Board of Directors shall control and manage the business and property of the Corporation. The Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Articles of Incorporation, or elsewhere in these By-Laws, required to be exercised or done by some particular officer of the Corporation.
Number and Qualification.
Section 3:2. The Board of Directors of the Corporation shall consist of at least 7 individuals.
Term of Office.
Section 3:3. Each Director shall hold office for a term continuing until the first annual meeting of the Board of Directors next succeeding his election and until his successor is duly elected and qualified.
Succession.
Section 3:4. Each Director is eligible to succeed himself/herself indefinitely.
Vacancies.
Section 3:5. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors.
Change in Number of Directors.
Section 3:6. The number of Directors constituting the Board of Directors may be increased or decreased by amendment to Section 3:2 of the By-Laws, provided that such number shall always be at least seven.
Advisory Directors.
Section 3:7. Each former Director of the Corporation may serve for one year as an Advisory Director with all the rights and privileges of a Director except the right to vote.
Annual Meetings.
Section 3:8. The Board of Directors will hold at least one (1) in person meeting each year at a date, place and time determined by the President. Each Board of Director will be given sufficient advance notice of the meeting, its time and place.
Regular Meetings.
Section 3:9. The Board of Directors may, from time to time, by resolution, provide for regular meetings, which may thereafter be held at the time and place designated without notice thereof to the Directors; provided, however, that any Director absent from the meeting at which such resolution was adopted shall be notified of the adoption thereof not less than three days prior to the first regular meeting to be held pursuant thereto.
Special Meetings.
Section 3:10. Special meetings of the Board of Directors may be called by the President, or any two Directors, on not less than three days notice, and shall be held at the time and place specified in the notice of the meeting.
Place of Meetings.
Section 3:11. The Board of Directors may hold its meetings at the principal office of the Corporation or at such other place within or without the State of Missouri as it may from time to time determine.
Quorum.
Section 3:12. Except as otherwise provided by law or by the Articles of Incorporation, a majority of the full Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present at a meeting, or the Director, if there be only one present, or the Secretary if there be no Director present, may adjourn the meeting to a different time and/or place, not to exceed thirty days, until a quorum be had. No notice other than announcement at the meeting need be given of the time and or place of such adjourned meeting.
Participation by Telephone.
Section 3:13. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Actions of Directors in Lieu of Meeting.
Section 3:14. If permitted by law and if all the Directors consent in writing to any action to be taken by the Directors, such consents shall have the same force and effect as a unanimous vote of the Directors at a meeting duly held, and may be stated as such in any certificate or document filed pursuant to the provisions of applicable law. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors.
Compensation.
Section 3:15. No Director shall be entitled to compensation for his attendance at any meeting of the Board of Directors or of any committee thereof.
Reimbursement of Expenses.
Section 3:16. The Board of Directors may provide that Directors receive reimbursement for transportation and other expenses incident to their attendance at any meeting of the Board of Directors or of any committee thereof of which they are members.
ARTICLE IV: COMMITTEES
Executive Committee.
Section 4:1. The Board of Directors may designate an Executive Committee to consist of two or more Directors, one or more of whom shall be designated by the Board as Chairman of the Committee. The Board of Directors may delegate to the Executive Committee any and all authority with respect to the management of the Corporation otherwise vested in the Board of Directors, shall have the power at any time to expand or limit the authority of the Committee, or dissolve it, and may fill vacancies in, or change the membership of, the Committee.
Meetings of Executive Committee.
Section 4:2. The Executive Committee may provide for regular meetings to be held with or without notice at such time and place as it, from time to time, may fix. Other meetings of the Executive Committee may be called by the Chairman or any two members thereof. Any member may, or upon request by any member, the Secretary shall, give the required notice calling the meeting. The Executive Committee shall keep a record of its proceedings, and shall regularly present such records to the Board of Directors.
Other Committees.
Section 4:3. Other Committees may be established from time to time by the Board of Directors, having such purposes and such powers as the Board of Directors may confer. The Board of Directors shall appoint such persons as members of any such committee and shall designate one such person as the Chairman thereof. The Board of Directors shall have the power at any time to expand or limit the authority of the Committee, to dissolve it, and to fill vacancies in, or change the membership of, the Committee.
Action by Committees.
Section 4:4. Unless otherwise provided by the Board of Directors, a majority of the members of any Committee shall constitute a quorum, and the acts of a majority of the members present at a meeting of the committee at which a quorum is present shall be the act of such committee.
ARTICLE V: OFFICERS
Principal Executive Officers.
Section 5:1. The Principal Executive Officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be specifically designated with a descriptive title such as Executive Vice President or Vice President in charge of some particular phase(s) of the Corporation’s affairs), a Treasurer, and a Secretary. Any two or more offices may be held by the same person except the offices of President and Secretary.
Other Officers.
Section 5:2. The Board of Directors may appoint such other officers as it may deem necessary (including, but not by way of limitation of the generality of the foregoing, one or more Assistant Treasurers, and one or more Assistant Secretaries), each of whom shall have such authority and perform such duties as the Board of Directors from time to time may designate.
Appointment, Term of Office and Compensation.
Section 5:3. The Officers of the Corporation shall be appointed by, and shall hold office at the pleasure of, the Board of Directors. Their compensation, if any, shall be fixed by the Board of Directors.
Powers and Duties of Officers.
Section 5:4. The officers of the Corporation shall have the powers and perform the duties usually incident to such offices and any other powers and duties designated by the Board of Directors or provided for in these By-Laws.
President.
Section 5:5. Unless otherwise provided by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation, shall preside at meetings of the Board of Directors, and, subject to the Board of Directors, shall have general charge of the activities of the Corporation. In addition he shall perform such other duties as from time to time may be assigned to him by law, the Board of Directors, or these By-Laws. He/She shall keep the Board of Directors fully informed of his activities on behalf of the Corporation.
Vice President.
Section 5:6. Each Vice President shall have such powers and shall perform such duties as may be assigned to him by law, the Board of Directors, the President, or these By-Laws. In the absence or disability of the President, or at any time upon his request, the powers and duties of the President shall be performed by the Vice President, or, if more than one is serving, by the Vice President having the highest priority. The Board of Directors may designate such priority, but in the absence thereof, such priority shall be determined by the order of the appointment of the Vice Presidents, the earliest appointed Vice President having the highest priority. Vice Presidents appointed at the same meeting shall be deemed to have been appointed in the order in which their names are set forth in the minutes recording their appointment.
Treasurer.
Section 5:7. The Treasurer shall have custody of, and be responsible for, all the funds and securities of the Corporation and shall deposit and withdraw such funds and securities in and from such banks, trust companies, or other depositories as shall be selected in accordance with the resolutions adopted from time to time by the Board of Directors. He/She shall also have custody of and be responsible for the maintenance of the books of account of the Corporation, and shall perform such other duties as from time to time may be assigned to him by law, the Board of Directors, the President or these By-Laws.
Secretary.
Section 5:8. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law, be custodian of the Corporation’s records, keep a register of the post office addresses of all Directors, and have general charge of the books and records of the Corporation. In addition, the secretary shall perform such duties and have such powers as may be assigned to him by law, the Board of Directors, the President or these By-Laws.
Bonding.
Section 5:9. If so required by the Board of Directors, an officer shall give bond in such form and amount and with such sureties as the Board of Directors may provide, for the faithful discharge of his duties, but the premiums for any such bond shall be borne by the Corporation.
ARTICLE VI: INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Liabilities Covered.
Section 6:1. The Corporation shall indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 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, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts incurred by him in connection with said action, suit or proceeding, or in settlement thereof, to the extent and under the circumstances permitted by the General Not-For-Profit Corporation Law of Missouri as in effect and applicable from time to time.
Procedures for Indemnification.
Section 6:2. Said indemnification (unless ordered by a court) shall be made as authorized in a specified case upon a determination that indemnification of the said director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in the General Not-For-Profit Corporation Law of Missouri as in effect and applicable from time to time. Said determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to, or threatened to be made parties to, said action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. The Corporation may pay the expenses incurred in defending said action, suit, or proceeding in advance of the final disposition of said action, suit or proceeding, and the Board of Directors may itself undertake at its expense the defense of said action, suit or proceeding, upon receipt of an undertaking by or on behalf of said director, officer, employee or agent to repay all money paid out by the Board of Directors as a result thereof unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized by the General Not-For-Profit Corporation Law of Missouri, as in effect and applicable from time to time, and by these By-Laws.
Extent of Rights Hereunder.
Section 6:3. The right of indemnification provided by this Article VII shall not be exclusive of any other rights to which said director, officer, employee or agent may be entitled under any statute, law, by-law, agreement, vote of disinterested directors or otherwise, shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs and personal representatives of said director, officer, employee or other agent.
Purchase of Insurance.
Section 6:4. The Board of Directors may authorize, to the extent permitted by the General Not-For-Profit Corporation Law of Missouri, as in effect and applicable from time to time, the purchase and maintenance of 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 a 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 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 under the provisions of the General Not-For-Profit Corporation Law of Missouri.
Consolidations and Mergers.
Section 6:5. The provisions of this Article VI shall apply to all constituent corporations absorbed in a consolidation or merger, as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of any such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.
ARTICLE VII: MISCELLANEOUS
Corporate Seal.
Section 7:1. The Corporation shall have no seal unless the Board of Directors determines that the Corporation shall have one.
Resignations.
Section 7:2. Any Director or Officer of the Corporation may resign at any time by giving written notice thereof to the Board of Directors or, except in the case of the President, to the President. Any such resignation shall take effect upon receipt of said notice or at such later date as shall be specified therein without, in either case, the necessity of any acceptance of such resignation.
Notice.
Section 7:3. Unless waived as provided in these By-Laws, or otherwise herein provided, notice of the time, place and purpose of each meeting of the Board of Directors and of each committee shall be delivered to each Director or committee member, either in person or by mail, postage prepaid and addressed to such Director or committee member, either at the most recent address which he has furnished the Secretary of the Corporation or at his last known resident address, at least five days before such meeting. If given by mail, such notice shall be deemed delivered upon deposit in the United States mail, postage prepaid, and addressed in either manner aforesaid.
Waiver.
Section 7:4. Whenever any notice is required to be given by law, the Articles of Incorporation, or these By-Laws, a waiver thereof in writing, signed by the person entitled to such notice, or a duly authorized representative of such person, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Presence at a meeting of Directors or of a committee shall constitute a waiver of notice with respect to said meeting, except where the Director or committee member states that he is present solely for the purpose of objecting to the transaction of business because the meeting was not lawfully called.
Amendments.
Section 7:5. The Board of Directors shall have power to make, amend and repeal the By-Laws of the Corporation, provided that no such amendment shall reduce the number of the Board of Directors to less than three nor otherwise be inconsistent with the Articles of Incorporation or applicable law.
No Liability.
Section 7:6. No director or officer of this Corporation shall be liable for any loss suffered by the Corporation unless such loss occurred solely or in part as a direct result of his gross misconduct or willful neglect of duty.
Use of Funds and Property.
Section 7:7. All funds and properties belonging to this Corporation shall be applied for the purposes for which this Corporation is formed as specified in its Articles of Incorporation.
Accept or Reject Gifts.
Section 7:8. The Board of Directors may accept or reject on behalf of the Corporation any money, securities, real or personal property, or any other property, or any services, offered to the Corporation by any person, corporation, or other organization, or by any federal, state or other governmental authority or agency, for any general or specific purposes.
Execution of Instruments.
Section 7:9. All checks, promissory notes, contracts, or other instruments to be signed by the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time direct; provided, however, that in the absence of any such designation, they may be signed on behalf of the Corporation by the President, or any Vice President, and the Secretary.
Voting Stock.
Section 7:10. Unless otherwise provided by the Board of Directors, the President shall have full power and authority on behalf of the Corporation (a) to act and vote as fully as the Corporation might do if present at any meeting of the shareholders of another corporation in which this Corporation may hold stock; (b) to waive notice of and consent to the holding of any such meeting; and (c) to sign a consent to action in lieu of such meeting.
Registration of Securities.
Section 7:11. Stock or other registered securities of the Corporation may, if determined by the Board of Directors, be issued in the name of a nominee designated by the Board of Directors, or the Board of Directors may establish a trust or agency account with a bank or trust company in which such stock or other securities may be held, and may delegate to the trustee or agent such investment powers as it may see fit, including specifically full power and authority to make investments at the sole discretion of such trustee or agent. The Board of Directors may pay any such trustee or agent such compensation as the Board deems reasonable.
Severability.
Section 7:12. If any word, clause or provision of these By-Laws shall, for any reason, be determined to be invalid or ineffective, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.
ARTICLE VIII: PURPOSES & OBJECTIVES
The purposes and objectives of the organization are strictly charitable in nature. The purpose of this organization is to make it possible for more youths to attend and benefit from those summer camps throughout the United States whose principal objectives are to provide socially and educationally beneficial summer camp experiences.
The organization was established by three alumni of Camp Thunderbird, which is located in Bemidji, Minnesota. Camp Thunderbird is a for-profit summer camp founded in 1946 by “Speedy” Altman. It is a multi-specialty camp that offers children, ages eight to sixteen, individual attention and quality instruction in many activities, including arts, land and water sports, and wilderness experiences. Camp Thunderbird’s instructional philosophy has always been to utilize each camp activity as a tool to emphasize each child’s self-esteem and to encourage the personal development and social growth of the child.
These three alumni of Camp Thunderbird, knowing the value and the personally rewarding experiences which can result from a summer camp experience, wish to foster and promote similar experiences for other children through the “Speedy and Honey” Altman Memorial Camp Foundation..
First, the organization plans to distribute most of its annual giving funds (the amount to be determined by the Board) to not-for-profit camps which have qualified under Section 501(c)(3) of the Code because of their method of operation or underlying purposes (for example, eligible recipients would be camps sponsored by various religious organizations, the Easter Seals Society, the Shriners and other camps which have been granted Section 501(c)(3) status). It is the hope and intention that the funding provided will enable these camps to, among other things, sponsor “camperships” for financially underprivileged children, to purchase much needed equipment, to rehabilitate worn and damaged equipment, to improve living quarters, and to employ appropriate personnel.
Second, the organization plans to distribute funds (the amount to be determined by the Board) to selective summer camps that operate solely to serve those young children who have (or who have had) cancer or some other debilitating or life changing disease or trauma. The organization, by providing funds for these camps, seeks to aid the camps in providing the children a diversion and a sense of accomplishment and normality, all of which are often foregone in hospital rooms and doctors’ offices. Uses of these funds are the same as the above paragraph.
Third, the organization plans to distribute funds (the amount to be determined by the Board) to sponsor camperships so that needy or underprivileged children can attend Camp Thunderbird. The management of Camp Thunderbird has agreed that its charge for the participating children will be at its “direct cost”; that is, there will be no charge for equipment, overhead, or other indirect camp expenses. The organization intends to select these children based solely on need to enable them to attend a camp they never could have attended on their own. The awarding of camperships will be made by a selection committee consisting of the Board of Directors.
