CODE OF REGULATIONS

OF METROCOLUMBUS CHRISTIAN JOB CORPS

 

ARTICLE I - BOARD OF TRUSTEES

 

Section 1.  Power and Duties

            The powers, property and affairs of this Corporation shall be exercised, conducted and controlled, entirely and exclusively, by a Board of Trustees, except as otherwise required by law or provided in these regulations.

Section 2.  Number

The number of Trustees of the Corporation shall be composed of not more than fifteen (15) nor less than three (e).  The number of Trustees may be increased or decreased by a vote of two thirds of the Trustees of the Corporation, provided that no reduction in the number of Trustees shall of itself have the effect of shortening the term of any incumbent Trustee.

The Board of Trustees shall initially consist of the persons named as such in the Articles of Incorporation of the Corporation.

Section 3.  Election, Term of Office and Vacancies 

The office of any Trustee shall become vacant upon his or her death, resignation or removal as Trustee.  Any Trustee’s office shall likewise become vacant if he or she shall be declared of unsound mind or otherwise be declared incompetent by order of a court having jurisdiction.

Any vacancy or vacancies among the Trustees, however caused (including being caused by an increase in the number of Trustees) may be filled by the vote at a meeting of the Trustees of a majority of the remaining Trustees.

A Trustee may resign at any time on written notice filed with any officer of the Corporation other than himself.

Dismissal.  Any member of the Board of Trustees who does not fulfill established trustee responsibilities will be subject to dismissal by a two-thirds majority vote of the Board of Trustees.

  

ARTICLE II - OFFICERS

Section 1.  Number

The officers of the Corporation shall be the President, the Vice President, the Secretary and the Treasurer, all of whom shall be members of the Board of Trustees.

Section 2.  Election

All officers shall be elected by the Trustees at the regular annual meeting of Trustees or at any meeting called for such purpose, and shall at all times be subject to the orders, rules and regulations of the Board of Trustees.  Each officer shall hold office until their respective successors shall have been elected.

An officer may resign at any time by written notice filed with any officer of the Corporation, other than himself.  Any officer may be removed at any time, with or without cause, by the Trustees at a meeting of the Trustees called for such purpose.  The same person shall not hold more than one office.

Section 3.  President

The President shall have general supervision and direction of the Corporation and shall preside at the Board of Trustees and shall perform such other duties as the Board of Trustees may require.

Section 4.  Vice President

The Vice President shall perform such duties as the Board of Trustees or the President may require and, in the absence of incapacity of the President, shall perform the duties of that office until a President is elected.

Section 5.  Secretary

The Secretary shall keep the Corporation records, including minutes of the meetings of the Board of Trustees and of the Executive Committee.  The Secretary shall perform all the usual duties of the office and such other duties as the Board of Trustees or the President may require.

Section 6.  Treasurer

The Treasurer shall submit to the Board of Trustees at each annual meeting a statement reviewing the financial operation of the Corporation for the previous year and shall at all reasonable times exhibit the books of account and records to the Board of Trustees.  The Treasurer shall perform all the usual duties of the office and such other duties as the Board of Trustees or President may require.   

 

ARTICLE III - MEETINGS

 

Section 1.  Regular meetings of the Board of Trustees shall be held quarterly in January, April, July and October.  All quarterly meetings shall require at least 30 days prior notice.  Special meetings of the Trustees may be called by the President or by one-third of the Trustees.  Special meetings shall require at least seven days prior notice.  Notice of the time and place of all meetings shall be telephoned, mailed, or e-mailed to each Trustee at his or her phone number or address as it appears on the records of the corporation.  No notice of the time or place of any meeting of Trustees shall be required or given if waived by every Trustee entitled to receive notice by a) his or her written waiver filed with or entered upon the records of such meetings either before or after the meeting, or b) his or her attendance at such meeting without presenting, prior to or at the commencement of the meeting, the lack of proper notice.

Section 2.  To constitute a quorum at any meeting of the Trustees there shall be present a majority of the Trustees then qualified and acting as such, but if at any meeting of the Trustees there shall be present less than a quorum, a majority of those present may adjourn the meeting from time to time without notice other than the announcement at such meeting, until a quorum shall attend.  The act of a majority of the Trustees present at any meeting and constituting a quorum shall be the act of the Trustees.

Section 3.  Any action which may be authorized or taken at a meeting of Trustees may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Trustees who would be entitled to notice of a meeting for such purpose, which writing or writings shall be filed with or entered upon the records of the Corporation.

Meetings of the Trustees may be held by means of any communications equipment, provided all persons participating can hear each other.  Participation in such a meeting shall constitute presence at such meeting.

                                                                             

ARTICLE IV - ADMINISTRATION OF FUNDS

 

Section 1.  The Trustees, except as otherwise herein provided, shall have unlimited discretion in all matters relating to the acquisition, holding, management, control, investment and disposition of the property of the Corporation, notwithstanding any rule of court of statute now or hereafter in force to the contrary, and no Trustee or any other person acting by the direction or with the approval of the Trustee shall be liable to the Corporation or any other person for any loss or damage resulting from any such action taken or not taken, except for his or her own gross negligence or willful misconduct.  The following enumeration of specific powers of the Trustees shall not be deemed a limitation of the generality of the foregoing, except as specifically so provided.

 

Section 2.  Gifts, donations and contributions of cash, securities or other property from any source whatever, either outright or in trust, may be made to and accepted by the Corporation to enable the Corporation to carry out its purposes set forth in the Articles.  The Corporation may accept devises, bequests, gifts, donations and contributions of property of any kind and may agree to administer the same in accordance with any conditions which the testator or donor may impose, provided that any conditions of any such devises, bequests, gifts, donations and contributions shall be approved and shall be consistent with and in furtherance of the purposes and within the powers of the Corporation.

Section 3.  The Trustees, notwithstanding any rule of court or statute now or hereafter in force to the contrary, may retain and hold property of any kind given to the Corporation by will, deed, gift or otherwise, may manage, control and exercise all rights of ownership with respect to any funds or property or proceeds of the sale of property coming to the corporation from any source, may invest and reinvest the same in such loans, stocks, bonds, securities or other property of any kind as they shall from time to time determine and may compromise, settle and adjust any claims on behalf of or against the Corporation arising from or by reason of any devises, gifts, contributions or donations of property to the Corporation, otherwise, on such terms and conditions and at such time or times as they may decide.

 No person or organization, being or claiming to be a beneficiary of any of the purposes of the Corporation, shall, as such, have or be given any claim or right of action against the Corporation by reason thereof; nor shall any person have or be given at any time any authority to bind or commit the Corporation to make any future advance, gift or contribution, to render any assistance or to take any other action in the future in any manner whatsoever, excepting only such engagements as shall be necessary or expedient for the proper fiscal management of the assets of the Corporation, and any advance, gift or contribution made, assistance rendered or any other action taken in furtherance of the purposes of the Corporation shall be made or done solely in the exercise of the discretion of the person or persons duly authorized thereto and when so made or done shall be and remain the voluntary act of the Corporation.

Section 4.   Any money or other property of the Corporation, whether income or principal, shall be used or distributed by the Trustees as they may determine from time to time as follows:


(a) For the payment of all charges and expenses which in their opinion are necessary for the proper care, management and preservation of the property of the Corporation, including, but without limiting the generality of the foregoing, taxes, rental, clerical services, fees of attorneys, accountants and other experts and reasonable compensation to any person or persons whom the Trustees may deem it necessary to employ, in order to effectively carry out the purposes of the Corporation.

(b) For the furtherance and accomplishment of the purposes for which the Corporation is formed, as stated and subject to the limitations in its Articles, at such time or times, in such amount or amounts as may be determined by the Trustees in the exercise of their discretion.

 

ARTICLE V - INDEMNIFICATION AND INSURANCE

 

Section 1.      Indemnification

The Corporation shall indemnify, to the full extent then permitted by law, any person who was or is a party 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 or she is or was a Trustee, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit, or for profit, partnership, joint venture, trust or other enterprise; provided, however, that the Corporation shall indemnify any such agent (as opposed to any Trustee, officer or employee) of the Corporation to an extent greater than required by law only if and to the extent that the Trustees may, in their discretion, so determine.  The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation or any agreement, vote of independent Trustees or otherwise, both as to action in official capacities and as to action in another capacity while he or she is a Trustee, officer, employee or agent, and shall continue as to a person who has ceased to be a Trustee, officer, employee or agent and shall inure to the benefit of heirs, executors and administrators of such a person.

Section 2.      Insurance

 

The Corporation may, to the full extent then permitted by law and authorized by the Trustees, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article V against any liability asserted and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

 

ARTICLE VI - MISCELLANEOUS

 

Section 1.  Unless otherwise ordered by the Trustees, the President in person or by proxy or proxies appointed by the President shall have full power and authority on behalf of the Corporation to vote, act and consent with respect to any shares or other securities having voting rights issued by other Corporations and which Corporation may own.

Section 2.  The Corporation’s fiscal year shall be determined by the Trustees.

Section 3.  In case any provision of these Articles shall be inconsistent with the Articles, the Articles shall govern.

 

ARTICLE VII - AMENDMENT OF REGULATIONS 

 

Section 1.  These Regulations may be amended or new Regulations adopted by the affirmative vote of a majority of the Trustees.

 

Revision July 13, 2019 Revision to Article I, II & By-Laws to clarify duties and responsibilities of the Board of Trustees and Executive Committee. 

 

 

By-Laws

 

1.    The President, Vice President, Secretary and Treasurer will constitute an executive committee of which the President shall be the presiding officer.

2.    The President shall appoint such other committees and assign to them such duties and powers as it deems desirable to further the purposes of the Corporation.

3.    The Executive Committee and Trustees will meet periodically as required to conduct the business of the Corporation.  A majority of members shall constitute a quorum at any meeting. 

4.    No member, officer, or Trustee, shall contract or incur any debt or liability on behalf of the Corporation in excess of $100.00 (one hundred dollars) without the approval of the Board of Trustees.

5.    Any of the following four officers of the Corporation shall be authorized to execute any checks on behalf of the Corporation:  President, Vice President, Treasurer, or Secretary.

6.    Any officer in violation of the orders, rules and regulations of the Board of Trustees may be removed from office by a two-thirds vote of the Board of Trustees.