BY-LAWS OF WOMACK FOUNDATION
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Section 1. Principal Office. The principal office of the
Foundation shall be located in the City of Danville, State
of Virginia. The Foundation may establish and maintain offices
at any other place or places within or without the State
of Virginia, as the Trustees may from time to time determine.
Section 2. Books. There shall be kept in the principal or
any other designated office of the Foundation records and
correct books of account of the activities and transactions
of the Foundation, including a minute book, and all minutes
of meetings of the Trustees.
Section 1. Annual Meeting. The annual meeting of the Trustees
for the election of Trustees and for the transaction of
such other business as may properly come before the meeting,
shall be held during April or May of each year.
Section 2. Regular Meetings. There shall be at least two
meetings each year of the Trustees for the transaction of
such business as may properly come before the meeting with
such meetings being called by the president or by any three
Trustees who state in writing the need for such meeting.
Section 3. Special Meetings. Special meetings of the Trustees
may be called by a Trustee or the Chairman and shall be
held at such place within the State of Virginia as may be
fixed in such direction and designated in the notice of
Section 4. Notice of Meetings. Notice of the place, day
and hour of each meeting of Trustees, whether annual, regular,
or special, shall be given by mailing a notice, postage
prepaid, to each Trustee entitled to vote at such a meeting,
or by delivering the same to them in person at least ten
(10) and not more than forty (40) days before the meeting.
When served upon a Trustee by mail, such notice shall be
addressed to them at his or her address appearing upon the
books or records of the Foundation, unless they have filed
with the Foundation a written request that notice intended
for them be mailed to some other address, in which case
it shall be mailed to the address designated in such request.
Notices of special meetings, shall also state briefly the
purpose or purposes for which the meeting is called, an
no business other than that specified in such notice shall
be transacted, except with the consent of all Trustees of
the Foundation entitled to vote at such special meeting.
Nevertheless, notice the time and place or purpose of any
meeting of Trustees shall not be required to be given to
any Trustee who shall waive notice thereof in writing (to
the Chairman or Secretary), either before or after the holding
Section 5. Quorum. Adjournment of Meetings. Except as otherwise
provided by law, at any meeting of the Trustees a majority
of the Trustees, present in person or represented by proxy,
shall constitute a quorum for the transaction of business.
The presence or absence of a quorum notwithstanding, any
meeting of the Trustees may be adjourned, from time to time,
and without notice other than by announcement at the meeting,
by a majority vote of the Trustees present or represented
by proxy and entitled to vote at such meeting. At any adjourned
meeting, any business may be transacted which might have
been transacted at the original meeting, subject to the
same quorum requirement.
Section 6. Voting. At any meeting of the Trustees, each
Trustee shall be entitled to one vote. Trustees shall be
entitled to vote by proxy. Proxies shall be in writing,
but need not be sealed, witnessed or acknowledged.
Section 1. Number, Term, and Election. There shall be
at least twelve (12) and not more than eighteen (18) members
of the board of Trustees. Six (6) of the Trustees shall
be designated as "permanent" and shall serve as
a member of the board until his or her resignation, death,
or removal from office as set forth below. At the time of
the adoption of these by-laws the permanent members are:
Rev. Lawrence Campbell, James A. L. Daniel, Nancy Jiranek,
Charles H. Majors, Bobbye Raye Womack, and Charles A. Womack,
The remaining Trustees shall be elected for terms of three
(3) years in classes of no more than four (4) Trustees each
class so that the terms of no more than four (4) Trustees
will expire each year.. Such expiration will be deemed to
have occurred at the annual meeting or upon removal as set
forth below, at which time an election will be held in accordance
with these by-laws to fill the vacated Trustee positions.
Trustees elected in this manner may serve two (2) consecutive
terms of three (3) years each but shall thereafter be ineligible
for election as a Trustee for one (1) year.
Upon the resignation, death, or removal as set forth below
of a permanent Trustee, the board shall, at the next annual
meeting following such resignation or death, elect a person
to serve as a permanent Trustee.
The board shall also have the authority to name "Ex-officio"
or "Honorary" members of the board. These members
shall serve at the pleasure of the board and shall have
such other rights and authority as the board directs.
Section 2. Vacancies. In the event that any vacancy arises
in the Board of Trustees through death, resignation, incapacity
to act, or other cause, the remaining Trustees may call
a special meeting of Trustees to fill such vacancy or may
themselves, at any regular meeting of the Trustees, or at
any special meeting of the Trustees called for that purpose,
elect a successor to hold the vacant office. The person
elected to assume the vacant Board position shall serve
out the unexpired term of the predecessor Trustee and, at
the end of such term, an election will be held to name the
successor to the vacated Trustee position.
Any Trustee who fails to attend at least one half of the
meetings of the Board during any twenty-four month period
shall be removed from the Board and a replacement shall
Section 3. Powers and Duties. The entire direction and management
of the affairs of the Foundation shall be vested in its
Trustees, who shall have complete and exclusive discretion
to determine all investments and reinvestments and all expenditures,
disbursements, or distributions to be made in carrying out
the purposes of the Foundation.
Section 4. Committees. The Trustees shall have the following
standing committees appointed by the chairman for one-year
terms: (1) Nominations; (2) Budget and Loan; (3) Proposal
Review; and (4) Executive. In addition, the Trustees may
have such other special committees as shall be determined
by the Trustees.
Section 5. Annual Report. At the annual meeting of the Foundation,
the Trustees shall present a report showing the whole amount
of real and personal property owned by the Foundation, where
such located, and where and how the property is invested.
The report shall also show the amount and nature of the
property acquired during the year immediately preceding
the date of the report and the manner of acquisition, the
amount of funds applied, appropriated, or expended during
the year immediately preceding such date, and the purposes,
objects, or persons to or for which such applications, appropriations,
or expenditures have been made.
Section 1. Election and Term of Officers. The Foundation
shall have the following officers who shall be elected for
one-year terms at the annual meeting by a majority of the
Trustees voting in person: Chairman, Vice-Chairman, Secretary,
and Treasurer. The Chairman and Vice-Chairman shall be elected
from among the Trustees; the Secretary and Treasurer may
be Trustees but are not required to be Trustees. In addition,
the Trustees may elect an Executive Director of the Foundation.
Section 2. Chairman. The Chairman shall preside at the meetings
of the Trustees, shall appoint the members of the standing
and special committees, and shall have other duties as may
be conferred upon him or her by the Trustees.
Section 3. Vice-Chairman. The Vice-Chairman shall preside
in the absence of the Chairman and shall have such other
duties as may be conferred upon him or her by the Trustees.
Section 4. Secretary. The Secretary shall be responsible
for the notices of each meeting, for recording the minutes
of each meeting, and for such other duties as may be conferred
upon him or her by the Trustees.
Section 5. Treasurer. The Treasurer shall maintain the financial
records of the Foundation and shall have such other duties
as may be conferred upon him or her by the Trustees.
Section 6. Executive Director. The Executive Director shall
have such duties as may be conferred upon him or her by
CONTRACTS, CHECKS, NOTES, BANK ACCOUNTS, ETC.
Section 1. Contracts. All contracts of the Foundation and
all checks and drafts and other orders for the payment of
money out of the funds of the Foundation and all promissory
notes and other evidences of indebtedness of the Foundation
shall be signed on behalf of the Foundation by the Chairman,
the Treasurer, and any authorized agent or agents, in such
manner as shall from time to time be determined by resolution
of the Trustees.
Section 2. Bank Accounts. All funds of the Foundation shall
be deposited to the credit of the Foundation in a general
or special account in such banks, trust companies, or other
depositaries as the Trustees may from time to time select,
or as may be selected from time to time by any Trustee of
the Foundation to whom such power may from time to time
be delegated by the Trustees. The Treasurer, or such agent
or agents to whom such power may be delegated by the Trustees
may endorse, assign, and deliver any checks, drafts, or
other orders for the payment of moneys which are payable
to the order of the Foundation or such moneys as may be
payable by the Foundation.
Section 3. Securities and Valuable Papers. All securities,
valuable papers and documents of the Foundation shall, if
the Trustees so determine, be deposited with or placed in
the custody of such depositary or depositaries as the Trustees
may from time to time select, or as may be selected from
time to time by any Trustee, agent, or agents of the Foundation
to whom such power may be delegated by the Trustees.
The fiscal year of the Foundation shall commence on the
first day of April of each year.
These By-Laws or any of them may be altered, amended, or
repealed by vote of a majority of those present (a) at any
annual meeting of the Trustees at which a quorum is present,
and (b) at any regular or special meeting of the Trustees
at which a quorum is present, provided notice of such proposed
action shall have been given with notice of the meeting.
No amendment shall be made which shall jeopardize the tax-exempt
status of the Foundation as an organization described in
section 501 (c) (3) of the Internal Revenue Code of 1954,
as now enacted or as may be hereinafter amended.
Adopted May 19, 2003