BYLAWS of Joetrish Foundation Corporation
Article 1: Name and Principal Office
Sec. 1:1 Name: The name of this organization shall be Joetrish, Foundation Corporation. It shall be a corporation in the State of Georgia where the entity has been formed
Sec. 1.2 – Principal Office: Joetrish Foundation Corporation Principal Office is 280 Merchant Way, Unit 340, Dallas, Georgia 30132.
Article 2: Purpose
Sec. 2.1 Purpose: Joetrish Foundation Corporation (the “corporation”) purpose is to assist the citizens in one of the world’s most vulnerable continents by delivering clothes to individuals and families and to raise mental health awareness in the community for citizens with mental health issues.
Article 3: Fiscal Year
Sec. 3.1 Fiscal Year The fiscal year of Joetrish Foundation Corporation (the “corporation”) shall end on July 31 of each year.
Article 4: Membership
Sec. 4.1 Membership Application – An individual can apply to become a member of this organization by upholding the mission of JoeTrish Foundation Corporation
Sec. 4.2 Nature of Membership – Membership can be held by individuals
Sec. 4.3 Membership Qualifications The qualifications for membership with this organization is that they must be at least 18 and should support the cause and mission of JoeTrish Foundation Corporation.
Sec. 4.4 Membership Resignation, Suspension, Expulsion, Termination or Transfer Members consist of the following persons. These persons may dissolve their membership by presenting a letter or email to the Chairperson of the Board two weeks prior to leaving the JoeTrish Foundation Corporation. Expulsion/Suspension-Pursuant to a fair process and under procedures duly adopted by the JoeTrish Foundation Board of Directors, any Member may be suspended or expelled from membership by a two-third (2/3rds) affirmative vote of the JoeTrish Foundation Board of Directors. Membership in the Organization is not transferable to any other person, regardless of category or classification. Theses Board Members are for the 2019-2022 years. JoeTrish Foundation Corporation Incorporator(s) has the option of amending/changing the members of the board and the terms of the Board Members
Article 5: Board of Directors
Sec. 5 Number, Tenure and Quorum
5.1The Board will consist of _6_ members, each of whom will be a natural person. Directors need not be Members. Each Director will hold office until that Director's successor is elected and qualified or until that Director's earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. In order to transact business at a meeting of the Directors, a quorum of three-fourths (3/4ths) percent of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.
Sec. 5.2 Meeting Structure
5.2.1 Regular Meetings - The Organization shall conduct an Annual Membership Meeting each year. By resolution, JoeTrish Foundation Board of Directors may provide the time and place, either within or without the State of Georgia, for the holding of regular meetings without any notice other than that resolution.
5.2.2 Special meetings – Special meetings of the Board may be called by or at the request of the President or by a majority of the Directors. The person or persons calling that special meeting of the Board may fix any date, time or place, either within or without the State of Georgia, to be the date, time and place for holding that special meeting.
Sec. 5.3 Notice
5.3.1 Written notice of the date, time, and place of a special meeting of the Board will be given at least 2 days prior to the date set for that meeting. The written notice can be given personally, by mail, by private carrier, by telegraph, by telephone facsimile, or by any other manner as permitted by the Georgia Business Corporation Code. The notice will be given by the Secretary or one of the persons authorized to call Directors' meetings.
5.3.2 If written notice is mailed, correctly addressed to a Director's address as provided in the Corporation's current records, the notice will be deemed to have been given to that Director at the time of mailing. If written notice is sent by private carrier or if the written notice is sent by United States mail, postage prepaid and by registered or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the date shown on the return receipt. Otherwise notice is effective when received by a Director.
5.3.3Notice of any Directors' meeting may be waived by a Director before or after the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The attendance of a Director at a meeting of the Board will constitute a waiver of notice of that 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 convened.
5.4 Action by Directors Without a Meeting
5.4.1Any action to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to it in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee. This filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form.
5.5 Remote Communication Meetings
5.5.1Remote communication means any electronic communication including conference telephone, video conference, the Internet, or any other method currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other.
5.5.2A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.
5.6 Vacancies and Newly Created Directorships
5.6.1When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual meeting of the Members.
5.6.2If at any time, by reason of death or resignation or other cause, the Corporation should have no Directors in office, then any Officer or any Shareholder or an executor, administrator, trustee or guardian of a Shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a Shareholder, may call a special meeting of Members for an election to fill the vacancy.
5.6.3When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the Members.
5.7 Removal
5.7.1Any Director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of Directors at a special meeting of the Members called for that purpose. No director may be removed when the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election where the same total number of votes were cast.
5.8 Positions on the Board of Directors
5.8.1 The positions of the Board of Directors shall consist of at a minimum of a Chairperson of the Board, Treasurer, and Secretary
5.8.2 The officers of JoeTrish Foundation Corporation (the “corporation”) will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting.
5.9Term of Office
5.9 Each Officer will hold office for two (2) years or until a successor is duly appointed and qualified or until the officer resigned or is removed or death occurs as provided in these Bylaws.
5.10 Removal
5.10 Any Officer or agent appointed by the Board of by the Incorporators may be removed by the Board at any time with or without cause
5.11 Position Descriptions:
President
1. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the President will be:
a. To have the general management and supervision, direction and control of the business and affairs of the Corporation;
b. To preside at all meetings of the Members when the Chairman of the Board is absent;
c. To call meetings of the Members to be held at such times and at such places as the President will deem proper within the limitations prescribed by law or by these Bylaws;
d. To ensure that all orders and resolutions of the Board are effectively carried out;
e. To maintain records of and certify, whenever necessary, all proceedings of the Board and the Members and;
f. To perform all other duties and carry out other responsibilities as determined by the Board.
Vice President
2. The Vice President shall perform the following duties:
a.) The Vice president may perform such duties as the President shall from time to time delegate to him/her and shall perform such other duties as the JoeTrish Foundation Board of Directors shall designate.
b.) In the absence or disability of the President, unless otherwise determined by the JoeTrish Foundation Board of Directors,
c.) The Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
Treasurer
3. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be:
a. To keep accurate financial records for the Corporation;
b. To deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board;
c. To endorse for deposit all notes, checks, drafts received by the Corporation as instructed by the Board, making proper vouchers for them;
d. To disburse corporate funds and issue checks and drafts in the name of the Corporation, as instructed by the Board;
e. To submit to the President and the Board, as requested, an account of all transactions by the Treasurer and the financial condition of the Corporation;
f. To prepare and submit to the Board annual reports detailing the financial status of the Corporation; and
g. To perform all other duties and carry out other responsibilities as prescribed by the Board or the President.
Secretary
4. The Secretary will perform the following duties:
a. Prepare the minutes of the meetings of the Members and meetings of the Board and keep those minutes in one or more books provided for that purpose;
b. Authenticate the records of the Corporation as will from time to time be required;
c. Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
d. Act as custodian of the corporate records and of the corporate seal, if any, and ensure that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;
e. Keep a register of the post office address of each Members;
f. Sign, along with the President, certificates for shares of the Corporation, the issuance of which will have been authorized by resolution of the Board;
g. Have general charge of the List of Registered Members of the Corporation; and
h. Perform all duties incidental to the office of Secretary and any other duties as from time to time may be delegated to the Secretary by the President or the Board.
5.12 Delegation of Authority
The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, not withstanding any provision in these Bylaws.
Article 6 Loans, Checks, Deposits, and Contracts
6.1 Loans
Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts can be general or specific.
6.2Checks, Drafts, Notes
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation and in a manner as will from time to time be determined by resolution of the Board.
6.3Deposits
All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board.
6.4Contracts
The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the Corporation and on its behalf, and that authority may be general or specific.
6.5 Conflict of Interest by Directors
A Director or Officer of the Corporation will be disqualified from voting as a Director or Officer on a specific matter where that Director or Officer deals or contracts with the Corporation either as a vendor or purchaser.
A Director or Officer of the Corporation will not be disqualified as a Director or Officer for the sole reason that the Director or Officer deals or contracts with the Corporation either as a vendor, purchaser, or otherwise.
6.6 Loans to Employees and Officers
The Corporation may not lend money to, or guaranty any obligation of, or otherwise assist, any Officer or employee of the Corporation or of any subsidiary of the Corporation, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation.
Article 7 Amendments
7.1 If there are any amendments these Bylaws for the JoeTrish Foundation Corporation, the changes must be approved by two-thirds of the vote of the members at a regular meeting. A statement of approval should be signed by each board member. Additionally, any proposed amendments must be sent to all members ten days before the meeting at which they are to be considered for adoption.
Article 8 Bylaws in Effect
8.1 The bylaws will take effect on June 21st, 2019, and will then be adopted by the Board. Once these Bylaws have been adopted they cannot be suspended-not even by a unanimous vote. The Bylaws of Joetrish Foundation Corporation can be changed only through amendments
Article 9 Dissolution
9.1 Dissolution. The Corporation shall be dissolved, its assets shall be disposed of, and its affairs would up on the first to occur of: the entry of a decree of jurisdiction pursuant to the dissolution of the unanimous approval of all the Board Members
9.2 Dissolution -Distributions In-Kind Any non-cash assets distributed to the Members hall first be valued at their fair market value to determine the profit or loss that would have resulted is such assets were sold for value. Such profits or losses shall be allocated equally by the fair market value to the Board Members. 9.3 Certificate of Cancellation. The Board Members conducting the dissolution of the affairs of the Corporation shall cause to be filed on a form with the office of the Georgia Secretary of State