ARTICLE I.
Offices
Section 1.1. NAME
The name of the Corporation is Kansas Statewide Homeless Coalition,
Inc.
Section 1.2. BUSINESS OFFICES
The principal office of the Corporation in the State of
Kansas shall be located in the City of Topeka and County
of Shawnee.
The Corporation may have such other offices, either within
or without
the State of Kansas, as the Board of Directors may determine
or as the affairs of the Corporation may require from
time to time.
Section 1.3. REGISTERED OFFICE
The corporation shall have and continuously maintain
in the State of Kansas a registered office, and a registered
agent
whose office
is identical with such registered office, as required
by
the Kansas General Corporation Code. The registered
office may
be, but need
not be, identical to the principal office if the principal
office is in the State of Kansas. The location of the
Corporation's registered office is 2231 SW Wanamaker
Rd., Suite 101,
in Topeka, Shawnee
County, Kansas, 66614 and the registered agent at such
location shall be C. David Newbery. The registered
agent and the address
of the registered office may be changed from time to
time by the Corporation as long as the proper filings
are made
with
the
Secretary
of State of Kansas.
ARTICLE II.
Membership
Section 2.1. SELECTION OF MEMBERS
The Corporation shall have two (2) classes of members,
Voting and Non-Voting. Both Voting and Non-Voting
Members shall
be selected/approved by the Board of Directors
of the Corporation. Any person may
become
a member of the Corporation by indicating the same
in a writing request to the Board of Directors.
Section
2.2. VOTING MEMBERS
The Voting Members of the Corporation shall be
the Board of Directors of the Corporation. Each
agency
or organization
represented
on
the Board of Directors is entitled to only one
vote regardless of the number of representatives
attending
a Board of
Directors meeting. It is the responsibility of
the agency/organization to designate who their
representatives
is and who will
be voting on
their behalf. No more then two members of any agency
may
serve on the Board of Directors at one time.
Section
2.3. COALITION MEMBERS
The Coalition Members of the Corporation shall
be any person who is not a Voting Member and is
so approved
by the Corporation's
Board of Directors.
Section 2.4. APPLICATION FOR
MEMBERSHIP
Applications for membership shall be made in the
manner prescribed by the Board of Directors. The
Board of
Directors shall have
authority to grant without application honorary
memberships under such terms
and conditions as adopted by the Board of Directors.
Section
2.5. RESIGNATION OF MEMBER
Any member may resign at any time by submitting
a written resignation to the Board of Directors.
Section
2.6. SUSPENSION OR TERMINATION OF MEMBERSHIP
If any member shall commit any act prejudicial
to the conduct of the affairs of the Corporation
or
to the
purposes for
which the
Corporation is formed and operated, or any member
shall change their status so as to be ineligible
for the
class or type
of membership granted to such individual, then
such individual shall be notified
in writing by the Board of Directors of their intent
to terminate or suspend such person's membership.
Such individual
shall
have a period of time, not to exceed thirty days
after receipt of
such written notification to respond in writing.
Such person may also
request a hearing to be attended by the Board of
Directors or an Executive Committee appointed to
serve on behalf
of the
Board
of
Directors, at which they may present their arguments
in favor of continuing membership. By a majority
vote of all
the members
of
the Board of Directors the membership of such person
may be terminated or suspended after the time has
expired for
their
opportunity
to provide written response and after opportunity
for hearing has
been granted if so requested. Suspension shall
not be appropriate where the person has ceased
to qualify
for
membership in
the organization. Such member shall be notified
of the actions taken by the Board
of Directors and any restrictions or limitations
placed upon such suspension or termination within
60 days
of the date
that
a formal
decision has been rendered by the Board of Directors
or the executive committee. All written notices
provided hereunder
shall be delivered
by registered mail to the member's last known address
on the books of the Corporation.
Section 2.7. NON-TRANSFERABILITY
OF MEMBERSHIP
Memberships in the Corporation shall be non-transferable
either by inter vivos or testamentary device or
otherwise.
ARTICLE III.
Board of Directors
Section 3.1. GENERAL POWERS
The affairs of the Corporation shall be managed
by its Board of Directors. Every Director shall
be a
Voting Member of
the Corporation.
Directors need not be residents of the State
of Kansas, but they shall be qualified individual
who are at
least eighteen
years
of age.
Section 3.2. NUMBER, TENURE AND QUALIFICATIONS
The number of Directors shall be not less than
nine and not more than twenty-one. Directors
shall serve
three-year
terms;
initially
one-third of the Directors shall serve a
one-year term; one-third shall serve a two-year term;
one-third shall
serve a three
year term in order to maintain staggered
terms, with one-third of
the terms being filled each year. Each Director
shall hold office until
his successor shall have been elected and
qualified. Directors may be re-elected without limitation
as to the number of
terms.
The Director's Nominating Committee shall
recommend to the Board of Directors at the
annual meeting
a slate of candidates
to fill
each vacant Director's position. Candidates
recommended for election to the Board of
Directors shall
demonstrate a commitment
to the
goals and objectives of the Corporation.
In selecting candidates for the Board of
Directors,
the nominating
committee shall
attempt to locate persons qualified to meet
various areas
of expertise
which would facilitate the goals and objectives
of the Corporation. The Corporation shall
make every
reasonable effort to assure
that the Board has representation statewide
from persons engaged in
providing human services to the homeless
population. Members may also be selected
from the business
community, from
local, county,
state, federal government, and of homeless
and formerly homeless individuals.
Section
3.3. REGULAR QUARTLY MEETINGS
The Board of Directors may provide by resolution
the time and place, either within or without
the State
of Kansas,
for the
holding of
regular meetings of the Board without other
notice than such resolution.
Section 3.4.
SPECIAL MEETINGS
Special meetings of the Board of Directors
may be called by or at the request of the
Chair of
the Board,
Vice-Chair
or
any two
Directors. The person or persons authorized
to call special meetings of the Board may
fix any
place,
within the State
of Kansas, as
the place for holding any special meeting
of the Board called by them.
Section 3.5.
NOTICE OF MEETINGS
Notice of each meeting of Directors, whether
regular or special, shall be given to each
Director. If
such notice
is given
either (a) by personally delivering written
notice to a Director or
(b) by personally telephoning such Director,
it shall be so given at
least two (2) days prior to the in meeting.
If such notice is given either (a) by depositing
a written
notice in
the United States
mail, postage prepaid, or (b) by e-mail,
in all
cases directed to such Director at his residence
or place
of business,
it shall
be so given at least four (4) days prior
to the meeting. The notice of all meetings
shall
state
the place,
date and hour
thereof, but
need not, unless otherwise required by statute,
state the purpose or purposes thereof.
Section
3.6. QUORUM
A third of the Board of Directors shall constitute
a quorum for the transaction of business
at any meeting of the Board;
but
if less than a third of the Directors are
present at said meeting, a third of the Directors
present
may
adjourn
the
meeting from
time
to time without further notice.
Section 3.7.
MANNER OF ACTING
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,
unless the act of a greater number is required
by law or these Bylaws.
Section 3.8. VACANCIES
Any vacancy occurring in the Board of Directors,
including any vacancy resulting from an
increase in the number
of Directors, may be filled by the affirmative
vote of a majority
of the
remaining
Directors, even if less than a quorum of
the Board of Directors. A Director elected
to fill
a vacancy
shall
be elected for
the unexpired term of his predecessor in
office.
Section 3.9. COMPENSATION
Directors as such shall not receive any
stated salaries for their services, but
by resolution
of the Board
of Directors a fixed
sum for expenses of attendance, if any,
may be allowed for
attendance at each regular or special
meeting of the Board. Nothing contained
herein shall be construed to preclude
any Director from serving the Corporation in
some other
capacity and receiving
compensation
therefor.
Section 3.10. ACTION WITHOUT
A MEETING
Any action that may be taken by the Board
of Directors at a meeting may be taken
without a meeting if
a consent in
writing,
setting
forth the action so to be taken, shall
be signed
by all of the Directors and filed with
the minutes of
the proceedings
of the
Board of Directors.
Section 3.11. MEETINGS
BY TELEPHONE
Members of the Board of Directors or
any committee designated thereby may
hold or
participate
in a meeting of the Board
of Directors
or such committee by means of conference
telephone or similar communications equipment;
provided
that all such
persons
so participating in such
meeting can hear each other at the same
time, and such communications are reduced
to writing
and
filed with
the minutes of the
proceedings of the Board of Directors.
Section
3.12. TERMINATION
Any Director missing two consecutive
Board meetings without sending representative
in their place
may be removed
from the Board by
a majority vote of the other Directors.
The Secretary shall give notice to said
Director
of such termination.
Any Director
who
wishes to be reinstated may petition
the
Board, and the Board may by majority
vote reinstate said person to the Board.
ARTICLE
IV.
Officers
Section 4.1. OFFICERS
The authorized officers of the Corporation
shall consist of a Chair of the Board,
a Vice Chair,
a Secretary,
a Treasurer, and
such
other officers as may be elected in
accordance with the provisions of this Article.
The Board of Directors
may
elect or appoint
such other officers, including one
or more Vice Chairs, Assistant Secretaries
and one or more Assistant Treasurers,
as
it shall deem desirable, such officers
are to
have the
authority and perform the duties
prescribed, from time to time, by the
Board of Directors. Any
two or more offices may be held by
the same person, except the offices
of Chair of the Board, and Secretary.
The officers must be qualified individual
who
are at least
eighteen years
of age.
Section 4.2. ELECTION AND TERM
OF OFFICE
The officers of the Corporation shall
be elected annually by the Board of
Directors at a regular
meeting of the
Board of
Directors. If the election of officers
shall not be held at such meeting,
such election shall be held as soon
thereafter as conveniently may be.
New offices may
be created and
filled at any
meeting of
the Board of Directors. Each officer
shall
hold office until his successor shall
have been duly
elected
and shall have
qualified.
Section 4.3. REMOVAL
Any officer elected or appointed by
the Board of Directors may be removed
by
the Board
of Directors whenever in
its judgment the best interests of
the Corporation would be
served thereby,
but
such removal shall be without prejudice
to the contract rights, if any, of
the officer
so removed.
Section 4.4. VACANCIES
A vacancy in any office because of
death, resignation, removal, disqualification
or otherwise, may
be filled by the Board
of Directors for the unexplored
portion of the term.
Section 4.5. CHAIR OF THE BOARD
The Chair of the Board shall preside
at all meetings of the Board
of Directors. He/She
may sign, with
the Secretary
or
any other
proper officer of the Corporation,
contracts or other instruments
which the Board
of
Directors has authorized
to be executed,
except in the cases where the
signing and execution thereof shall be
expressly delegated by the Board
of Directors or
by these bylaws or by statute
to some other officer or agent
of the Corporation; and in general
he/she
shall perform all
duties incident to
the office
of Chair
and such other duties as may
be prescribed by the Board of Directors
from time
to time.
Section 4.6. VICE CHAIR
In the absence of the Chair or
in event of his/her inability
or refusal
to
act, the
Vice Chair shall
perform the duties
of the
Chair, and when so acting,
shall have all the powers of and be
subject to
all the
restrictions upon
the Chair. The Vice
Chair
shall perform such other duties
as from time to time may
be assigned to him/her by the
Chair of the Board or by the
Board
of Directors.
Section 4.7. TREASURER
If required by the Board of
Directors, the Treasurer
shall give a bond
for the faithful
discharge
of his/her duties
in such sum
and with such surety or sureties
as the Board of Directors
shall determine. This
bond shall
be obtained
an paid
for by the Corporation.
He/She shall have charge
and custody of and be responsible
for all funds
and securities
of the
Corporation;
receive and give
receipts for monies due and
payable to the
Corporation from any source
whatsoever, and deposit all
such monies in
the name of the Corporation
in such banks,
trust
companies
or
other depositories
as shall be
selected
in accordance with the provisions
of
Article IX of these bylaws;
and in general perform
all the
duties
incident
to the office
of Treasurer and such other
duties as from time to time
may be assigned
to him/her by the Chair of
the Board or by the Board
of Directors.
The
Board of
Directors
can
empower
the Treasure
to sign checks
not to exceed $200.00 each,
to carry out the regular
business of the Cooperation.
Section 4.8. SECRETARY
The Secretary shall keep
the minutes of the meetings
of
the Board of
Directors in one
or more books
provided for
that
purpose; see that all notices
are duly given in accordance
with the
provisions
of these bylaws or as required
by law;
be custodian of the corporate
records, keep
a register of
the address(s) of each
Director which
shall be furnished to the
Secretary by such Director
and 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/her
by
the Chair of the Board
or by the Board of Directors.
Section 4.9. ASSISTANT
TREASURERS AND ASSISTANT
SECRETARIES
If required by the Board
of Directors, the Assistant
Treasurers
shall
give bonds for
the faithful
discharge of their duties
in such sums and with such
sureties as the Board of
Directors shall
determine. This bond shall
be obtained an paid for
by the Corporation.
The Assistant Treasurers
and
Assistant Secretaries,
in general,
shall perform such duties
as shall
be assigned to them by
the Treasurer, the
Secretary,
Chair of the
Board
or
the Board
of
Directors.
ARTICLE V.
Committees
Section 5.1. EXECUTIVE
COMMITTEE
By vote of a majority
of all Directors in office,
the Board
of Directors
may create an Executive
Committee of the Board
and
appoint two or more Directors
and any so appointed
Non-Voting
Members
to
serve thereon, which
committee shall have
and exercise
the authority of
the Board
of
Directors
in the
management of
the Corporation,
except that no such committee
shall have the authority
of the Board
of Directors
in reference
to appointing
or removing
any
Director;
amending the articles
of incorporation; amending,
altering
or repealing these bylaws;
approving a plan of merger
or consolidation;
or approving
a sale, lease, exchange,
mortgage, or other distribution
of all,
or substantially all
of
the Corporation's property
otherwise
than in the
usual and regular course
of business subject
to approval by the Board
of Directors; authorizing
the voluntary dissolution
of the Corporation or
revoking proceedings
therefor; or
amending,
altering or
repealing any resolution
of the Board
of Directors.
Section
5.2. CONTINUUM OF CARE,
HOMELESS COUNT
COMMITTEE
The Board of Directors,
by a majority vote, shall
appoint
two or more
directors and
any number
of Coalition Members
to serve
on
a Continuum of Care Committee/Homeless
Count Committee. This
Committee shall determine
and assess
the
needs
of and resources
available
to homeless individuals
located within the
State of Kansas and shall
be responsible for ascertaining,
on
an ongoing
basis, the
number of homeless individuals
located within the State
of
Kansas. This
Committee shall
provide a
written report
of
its findings
and recommendations to
the Board of Directors
at least
annually.
Section 5.3.
DIRECTOR'S NOMINATING
COMMITTEE
The Chair of the Board
shall appoint at least
two individuals,
either
Members or
Non-Members
of the
Corporation, to
serve on the Director's
Nominating Committee.
This Committee
shall be responsible
for recommending candidates
to the Board of Directors,
at the
annual
meeting, to fill each
Director's
position whose
term
has expired
or to fill a vacancy
due to the resignation
of a
Director or
one which has occurred
for other
reasons,
or to
achieve an
increase in the number
of Directors.
Members of the Nominating
Committee shall be eligible
to be candidates
for
these offices if
they are
otherwise qualified to
serve.
Section 5.4. OTHER
COMMITTEES
The Corporation may have
other committees similarly
appointed
which shall not
have the authority
of the Board of Directors
in the management
of the Corporation. Other
Committees shall be designated
by a resolution
adopted by
a majority
of the Directors
present at
a meeting at
which a quorum is present.
Except as otherwise provided
in such
resolution, members of
each committee shall
be appointed
by the
Chair of the Board of
the Corporation. Any
member
thereof may
be removed by the person
or persons authorized
to appoint
such members
whenever in their judgment
the best interest of
the Corporation shall
be
served by
such removal.
Section
5.5. TERM OF OFFICE
Each member of a committee
shall continue as such
until his or
her successor
is appointed, unless
the committee
shall
be sooner
terminated, or unless
such member be removed
from
such committee.
Section
5.6. CHAIR
One member of each committee
shall be appointed chair
by the person
or persons
authorized
to appoint the
members thereof.
Section
5.7. VACANCIES
Vacancies in the membership
of any committee may
be filled by
appointments
made in
the same manner
as provided
in
the case
of the original
appointments.
Section
5.8. QUORUM
Unless otherwise provided
in the resolution of
the Board
of Directors
designating
a committee, nine
members of
the whole
committee
shall constitute a quorum
and the act of a majority
of the committee members
present
at a meeting at which
a quorum is present shall
be the act of the committee.
Section
5.9. INFORMAL ACTION BY COMMITTEE MEMBERS
Any action which may
be taken at a Committee
meeting,
may
be taken
without
a meeting
if: each and every
Committee Member in writing
either (a) votes for
such action; or (b) (I)
votes
against such
action or
abstains
from
voting; and
(II) waives
the
right
to
demand that a meeting
be held. Action may be
taken
only if
the affirmative
vote for such action
equals or exceeds the
minimum
number of
votes that
would be necessary
to take
such action
at a meeting
at which
all of the Committee
Members were present
and voted.
Section 5.10.
RULES
Each committee may adopt
rules for its own government
not
inconsistent with
these bylaws
or with rules
adopted by
the Board of Directors.
ARTICLE
VI.
Standards of Conduct
for Officers and Directors
Each
Director shall fulfill the Director's duties
as a Director,
including the
Director's duties
as a member
of
a committee
of the board, and each
officer with discretionary
authority
shall fulfill
the officer's duties
under that authority:
(a) in good faith; (b)
with the care an ordinarily
prudent
person
in a like
position would
exercise under similar
circumstances; and in
a
manner the Director
or officer reasonably
believes
to be
in the best
interests
of the Corporation. A
Director or officer may
rely
on information, opinions,
reports, or statements,
including financial statements
and
other financial data,
if
prepared
or
presented by: (a) one
or more officers or employees
of the
corporation
whom
the
Director
or officer reasonably
believes to be reliable
and competent in the
matters
presented;
(b)
legal counsel, a public
accountant,
or other persons
as to matters the Director
or officer reasonably
believes are
within
such person's professional
or expert competence;
or (c) in
the case
of a Director, a committee
of the Board
of
Directors
of
which the Director is
not a member if the Director
reasonably
believes
the committee merits
confidence.
A Director
or officer is not acting
in good faith if the
Director or officer
has knowledge
concerning
the matter in question
that
makes reliance otherwise
permitted
by the above unwarranted.
A Director
or officer is not
liable as such to the
Corporation for any action
taken or
omitted as a Director
or officer, if, in connection
with such action or omission,
the Director
or officer
performed
the duties
of the
position in compliance
with this Article.
ARTICLE
VII.
Conflict of Interest
Transaction
Section 7.1.
CONFLICTING INTEREST TRANSACTIONS
As used in this Article, "conflicting interest transaction" means:
A contract, transaction,
or other financial relationship between the Corporation and
a Director of the Corporation,
or between
the Corporation and a
party related to a Director, or between the Corporation
and an entity in which
a Director of the Corporation is a Director or officer or
has a financial interest.
Section 7.2. PROHIBITION
AGAINST LOANS TO DIRECTORS
OR OFFICERS
No loans shall be made
by the Corporation to
its Directors
or officers. Any
Director or
officer who assents to
or participates in the
making of any such loan
shall be
liable
to the Corporation as
spelled out in section
VI for the amount
of such loan
until the repayment
thereof.
Section 7.3.
VOIDABILITY OF CONFLICTING INTEREST
TRANSACTIONS
No conflicting interest
transaction shall be
void or voidable
or be enjoined, set
aside, or give
rise to
an award of
damages or
other sanctions in a
proceeding by or in the
right of the Corporation,
solely because the conflicting
interest
transaction
involves
a Director of the Corporation
or a party related to
a
Director or
an entity in which a
Director of the Corporation
is a
Director or
officer
or has a financial
interest or
solely
because
the Director is present
at or participates in
the meeting
of
the
Corporation's
Board of Directors or
of the
committee of the Board
of Directors that
authorizes, approves,
or ratifies
the
conflicting interest
transaction or solely
because the Director's
vote is
counted for
such purpose if:
(A) The material facts
as to the Director's
relationship or interest
and as to
the conflicting interest
transaction are
disclosed
or are known to the Board
of
Directors or the committee,
and the Board
of Directors or committee
in good faith authorizes,
approves,
or
ratifies the
conflicting interest
transaction by the
affirmative vote of a
majority
of the disinterested
Directors, even
though
the disinterested Directors
are less than a quorum;
or
(B) The material facts
as to the Director's
relationship or interest
and as to
the conflicting interest
transaction are
disclosed
or are known to the Board
of
Directors, and the conflicting
interest transaction
is specifically
authorized,
approved, or ratified
in
good faith by a vote
of
the
Board of Directors; or
(C) The conflicting interest
transaction is fair as
to the Corporation.
Section
7.4. APPROVAL OF CONFLICTING INTEREST
TRANSACTIONS
Common or interested
Directors may be counted
in determining
the presence
of
a quorum
at a meeting
of the Board
of Directors or
of a committee, which
authorizes, approves,
or ratifies the
conflicting interest
transaction.
Section 7.5.
PARTY RELATED TO DIRECTOR
For purposes of this
Article, a "party
related to a Director" shall
mean a spouse, a descendent,
an ancestor, a sibling,
the spouse or descendent
of a sibling, an estate
or trust in
which the
Director or a party related
to a Director has a beneficial
interest, or
an entity in which a
party related to a Director
is a Director, officer,
or has a financial interest.
ARTICLE
VIII.
Indemnification
Section 8.1. INDEMNIFICATION
To the extent permitted
or required by the
Act (as defined
below)
and any other
applicable
law,
if any
Director
or officer (as
defined below) of the
Corporation is made
a party to or is
involved in
(for example as a witness)
any proceeding (as
defined below)
because such person
is or was
a Director
or officer of
the Corporation, the
Corporation (I) shall
indemnify such
person from and against
any judgments, penalties,
fines (including but
not limited
to ERISA excise taxes),
amounts paid in
settlement
and reasonable expenses
(including but not
limited to expenses
of investigation and
preparation, and fees
and disbursements of
counsel,
accountants or
other
experts) incurred by
such person in such
proceeding, and (II) shall advance
to
such
person expenses incurred
in
such proceeding.
The Corporation may
in its discretion (but
is
not obligated
in any
way to) indemnify
and advance
expenses to an
employee or
agent of the Corporation
to the same extent
as to a Director
or officer.
The foregoing provisions
for indemnification
and advancement of
expenses
are
not exclusive, and
the Corporation
may at its discretion
provide for indemnification
or advancement of expenses
in a
resolution of its
Board of Directors,
in a
contract or
in its
articles of
incorporation.
Any repeal or modification
of the foregoing provisions
of this
Article
for indemnification
or advancement
of expenses shall
not affect adversely
any right or protection
stated
in such
provisions with respect
to any act or omission
occurring
prior
to the
time
of such repeal or modification.
If any provision of
this Article or
any part
thereof shall
be held to be
prohibited
by or invalid
under applicable law,
such provision or part
thereof
shall be deemed
amended to accomplish
the objectives of the
provision
or part thereof
as originally written
to the
fullest extent
permitted
by law, and
all other provisions
or parts shall remain
in full
force
and effect.
As used in this Article,
the following terms
have the following
meanings:
(A) Act. The term "Act" means the Kansas General Corporation
Code as it exists on the date this Article is adopted, and as may
be thereafter amended from time to time. In the case of any amendment
of the Kansas General Corporation Code after the date of adoption
of this Article, when used with reference to an act or omission
occurring prior to effectiveness of such amendment, the term "Act" shall
include such amendment only to the extent that the amendment
permits a Corporation to provide broader indemnification
rights than the
Kansas General Corporation Code permitted prior to the amendment.
(B) Director or Officer.
The term "Director" or "officer" means
(I) a Director or officer of the Corporation and (II) while
an individual is a Director or officer of the Corporation,
the individual's
serving at the Corporation's request as a Director, officer,
partner, member, manager, trustee, employee, fiduciary, or
agent of another
domestic or foreign Corporation, nonprofit Corporation, or
other person or of an employee benefit plan, and (III) any
other position
(not with the Corporation itself) in which a Director or
officer of the Corporation is serving at the request of the
Corporation
and for which indemnification by the Corporation is permitted
by the act.
(C) Proceeding. The
term "proceeding" means any
threatened, pending or completed action, suit, or proceeding
whether civil,
criminal, administrative or investigative, and whether formal
or informal.
(D) Code. The term "Code" means the Internal Revenue
Code of 1986, as amended
from time to time.
Section 8.2. LIMITATION
Notwithstanding any
other provision of
this Article
VIII during
any period that
the Corporation
is
a "private foundation" within
the meaning of Section
509 of the Code,
or any corresponding
provision of any
future United States
tax law, the Corporation
shall not
indemnify any person
from or against or
advance to any person
the cost of, such
expenses, judgments,
fines, or amounts
paid or necessarily
incurred, nor shall
the Corporation purchase
or maintain such
insurance, to the
extent that any such
indemnification,
purchase,
or maintenance
would be determined
to be an act of self-dealing
within the meaning
of Section 4941 of
the Code, to be a
taxable expenditure
within
the meaning of Section
4945 of the Code,
or to be otherwise
prohibited under
the Code, unless
and to the extent
(i) a
court orders such
indemnification,
or (ii) the purchase
or maintenance of
such insurance can
be treated as reasonable
compensation to such
person.
ARTICLE IX.
Contracts, Checks,
Deposits, Gifts
and Proxies
Section 9.1. CONTRACTS
The Board of Directors
may authorize
any officer or
officers, agent
or agents of
the Corporation,
in addition
to the
officers so authorized
by these bylaws,
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
9.2. CHECKS, DRAFTS,
ETC.
All checks,
drafts or orders
for
the payment
of money,
notes or
other evidences
of indebtedness
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.
The
Board
of Directors
may create
a procedure
where by the
treasure
of other
designated
officer can
sign
checks and/or
make expenditures
not
exceeding $200.00
in order
to carry out
the regular
business of
the Corporation.
In the absence
of
such determination
by
the Board
of Directors,
such instruments
shall
be signed by
the Treasurer
or an
Assistant Treasurer
and countersigned
by the Chairman
of the Board,
President or
a Vice
President of
the Corporation.
Section
9.3. DEPOSITS
All funds
of the Corporation
shall
be deposited
in a timely
manor to
the
credit
of the
Corporation
in such
banks, trust
companies
or other
depositories
as the Board
of Directors
may select.
Section
9.4. GIFTS
The Board
of Directors
may
accept
on behalf of
the Corporation
any contribution,
gift,
bequest
or devise
for the
general purposes
or
for any
special purpose
of the
Corporation.
Section
9.5.
PROXIES
Unless
otherwise
provided
by resolution
adopted
by the
Board
of Directors,
as the
Chair
of the
Board,
or any
Vice
Chair
may from
time
to
time
appoint
one or
more
agents
or attorneys
in
fact
of the
Corporation,
in
the name
and
on behalf
of the
Corporation,
to cast
the
votes
which
the
Corporation
may
be entitled
to cast
as the
holder
of stock
or other
securities
in any
other
Corporation,
association
or other
entity
any
of whose
stock
or other
securities
may
be held
by the
Corporation,
at meetings
of the
holders
of the
stock
or
other
securities
of
such
other
Corporation,
association
or other
entity,
or to
consent
in writing,
in the
name
of the
Corporation
as
such
holder,
to
any action
by such
other
Corporation,
association
or other
entity,
and may
instruct
the person
or
persons
so
appointed
as to
the
manner
of casting
such
votes
or giving
such
consent,
and may
execute
or cause
to
be executed
in the
name
and
on
behalf
of the
Corporation
and under
its
corporate
seal,
or otherwise,
all such
written
proxies
or
other
instruments
as he/she
may deem
necessary
or proper
in
the premises.
ARTICLE
X.
Books
and
Records
The
Corporation
shall
keep
correct
and
complete
books
and
records
of
account
and
shall
also
keep
minutes
of
the
proceedings
of
its
Board
of
Directors
and
committees
having
any
of
the
authority
of
the
Board
of
Directors,
and
shall
keep
at
its
registered
or
principal
office
a
record giving
the
names
and
addresses
of
the
Board
of
Directors.
All
books
and
records
of
the
Corporation
may
be
inspected
by
any
Director
or
his/her
agent
or
attorney
for
any
proper
purpose
at
any
reasonable
time.
ARTICLE
XI.
Waiver
of Notice
Whenever
any notice
is required
to be
given under
the provisions
of the
Kansas General
Corporation Code
or under
the provisions
of the
articles of
incorporation or
the bylaws
of the
corporation, a
waiver thereof
may be
granted in
the following
manner:
A
Director may
waive any
notice required
to be
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