WEST VIRGINIA BAR FOUNDATION, INC.
ARTICLE I: NAME
The name of this corporation shall be West Virginia Bar Foundation, Inc., (hereinafter “Foundation”).
ARTICLE II: PURPOSES
The purposes for which the corporation is formed are as follows:
A. To advance and promote the administration of justice by encouraging and supporting traditional, innovative and broadened activities relating to dispute resolution, the continuing education of the practicing lawyer and the introduction of the law school graduate to the practice of law.
B. To establish, support and conduct programs and activities designed to promote the public’s understanding of the law and the legal system and to promote a more effective delivery of legal services to the public at large.
C. To conduct, research, investigations, and surveys of subjects, problems and activities related to the law and its administration and to publish reports based upon the results thereof.
D. To relieve, aid and assist as charitable acts deserving members of the bar who are ill, incapacitated or superannuated and in need of aid.
E. To support any program or organization whose purposes and operations are exclusively charitable, scientific, literary or educational.
F. To acquire or construct a facility or facilities to house the activities, programs or services of the corporation.
G. To support organizations established to provide legal services through staff attorneys or unpaid volunteers to persons who find it difficult to obtain such services through normal channels.
H. To conduct or engage in such other activities as are incidental and related to the aforesaid purposes.
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any later federal tax laws, (”Code”), or (ii) by a corporation contributions to which are deductible under section 170 of the Code.
ARTICLE III: OFFICES
The Foundation shall maintain its offices in the City of Charleston, Kanawha County, West Virginia or at such other place or places as the Board of Directors shall determine from time to time.
ARTICLE IV: MEMBERS
§ 1. Members. The following persons who are members of the West Virginia State Bar shall be members of the West Virginia Bar Foundation.
(a) One who contributes money or property of a value of $50.00 or more shall be a member of the Foundation for that fiscal year of the Foundation.
(b) One who contributes money or property of value of $500.00 or more shall be a member for life.
(c) Other classes of membership may be designated by the Board of Directors of the Foundation.
§ 2. Meetings. An annual members’ meeting shall be held each year at a date, time and location designated by the Board of Directors. Special meetings may be called with the approval of the Board of Directors. Special meetings may be held at any location designated by the board.
§ 3. Notice of Meetings. Notice of meetings stating the time and place and the objects for which the meeting is called shall be given by the president or the secretary. The notice shall be in writing when requested and mailed to the member entitled to the same at an address as it appears on the books of the Foundation. Notice of an Annual Meeting shall be mailed not less than 30 days prior to the date of the meeting, and notice of a special meeting shall be mailed not less than 10 days prior to the date of the meeting. Notice of meeting may be waived in writing before or after the meeting. Notice may be done by electronic mail.
§ 4. Quorum. A quorum shall be the same number of members as the number of directors required for a quorum at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of members, provided that action subsequently taken is approved by at least a majority of the required quorum for such a meeting.
§ 5. Voting. Each member of the Foundation shall have the right and be entitled to vote upon each proposal presented at any meeting of the Foundation.
§ 6. Proxies. No votes may be cast by proxy.
ARTICLE V. BOARD OF DIRECTORS
& 1. Duties. The policy making group for the Corporation shall be the Board of Directors. The Board of Directors shall have the authority to hire staff persons to accomplish the purposes of the corporation.
§ 2. Election. The members of the initial board shall be designated in the Articles of Incorporation. Thereafter, directors shall be elected in accordance with these Bylaws.
Elections of the fifteen (15) elected directors shall be conducted in the following manner:
(a) Election of directors shall be by the members at the annual members’ meeting. For the initial board, five shall be elected to serve a one-year term, five to serve a two-year term and five to serve a three-year term. The five receiving the most votes shall serve three-year terms, the five receiving the next highest number of votes shall serve two year terms and so forth.
(b) Nominations for directorships shall be made by the Board of Directors, by a nominating committee selected by the board, or by the executive committee, whichever shall be directed by the board of directors. Notice of nominations made by the Board of Directors shall be given to members of the Foundation in the notice of the Annual Meeting of members. Additional nominations may be submitted to the secretary not less than ten (10) days prior to the annual meeting of members, each such nomination to be by a nominating petition signed by not less than five (5) members of the foundation.
(c) The election shall be by ballot (unless dispensed by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his vote for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.
(d) Vacancies on the Board of Directors occurring between annual meetings of members which are caused in any manner shall be filled by the remaining directors for the unexpired term.
(e) In the event a person is elected president, vice-president or secretary-treasurer of the Foundation who is not for his/her term of office otherwise a director of the Foundation, he/she shall be a director of the Foundation for such term of office.
§ 3. Term. The term of office for an elected director shall begin with the date of his/her election and shall expire at the end of the third annual meeting of members of the Foundation following his/her election. The term of a director elected to fill a vacancy shall expire at the time of the expiration of the office being filled. No elected director shall serve more than two (2) consecutive, full three-year terms.
§ 4. Removal. An elected-director may be removed for cause at any time by concurrence of two-thirds of all directors of the Foundation, provided that before he/she is removed against his/her consent, he/she shall be given an opportunity to be heard. A director automatically shall be removed from office upon four consecutive unexcused absences from board meetings during a three-year term of office.
§ 5. Resignation. The Board of Directors may accept the resignation of a director.
§ 6. Organization Meeting. A newly elected Board of Directors shall elect officers at its first meeting following the annual meeting of members of the foundation at which they are elected. If this organization meeting is held immediately following the election of directors, no notice of the organization meeting shall be required.
§ 7. Regular Meetings. Regular meetings of the Board of Directors shall be held at regular specified intervals as determined by a majority of the Board of Directors but at least semi-annually. Time and place shall be determined from time to time by a majority of the directors or the president.
§ 8. Special Meetings. Special meetings of the directors may be called by the president and must be called by the secretary upon the written request of one-third of the directors or of a majority of the executive committee, the date of such meeting to be no later than thirty (30) days after the receipt of such request by the secretary.
§ 9. Notice. Notice of meetings of the Board of Directors shall be given to each director personally or by mail, telephone or telegraph at least five (5) days prior to the day named for such meeting. Notice of special meetings shall state the principal purpose of the meeting, but such notice shall not limit the nature of the business to be transacted. Any director may waive notice of a meeting in writing before or after the meeting and such waiver shall be deemed equivalent to the giving of notice. Notice may be done by electronic mail.
§ 10. Quorum. A quorum at directors’ meetings shall consist of seven (7) directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the board of directors, except when the Articles of Incorporation or these Bylaws require approval by a majority of all of the directors.
§ 11. Adjourned Meetings. If at any meeting of the board of directors there be less than a quorum present the majority of those present may adjourn the meeting from time to time and place to place until a quorum is present. At any adjourned meeting any business which might have been transacted at the meeting as originally called may be transacted without further notice.
(a) Joinder in meeting by Approval of Minutes. The joinder of a director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such director for the purpose of determining a quorum.
(b) Action without a Meeting. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so to be taken signed by all of the directors is filed in the minutes of the proceedings of the board. Such consent shall have the same effect as an unanimous vote.
§ 12. Presiding Officer. The presiding officer of directors’ meetings shall be the president and if absent, the vice-president shall preside. In the absence of the presiding officer the directors present shall designate one of their own to preside.
§ 13. Honorary Directors. The board may elect from time to time honorary members of the Board. Honorary board members shall not be entitled to vote, and shall serve for such terms and have such duties and privileges as the Board shall determine.
§ 14. Compensation. Directors shall serve without compensation. Expenses may be reimbursed when authorized by the board.
§ 15. Waiver of Notice. Whenever any notice is required to be given to any Director of the Foundation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VI: OFFICERS
§ 1. Number. The officers of the Foundation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as the board may determine from time to time to be necessary to carry on the work of the Foundation. The president, vice presidents, secretary and treasurer shall be elected by the board from its membership for a term of one year, but may succeed themselves in office.
§ 2. President. The president of the Foundation shall serve as chairman at all meetings of the board, shall perform such other duties as may be prescribed by the Bylaws or the board from time to time, and shall be an ex-officio member of each committee.
§ 3. Vice President. In the absence of the president or in the event of the president’s death, inability or refusal to act, a vice president selected by the board shall perform the duties of the president and when so acting shall have all of the powers and be subject to all the restrictions upon the president. The vice president shall perform such other duties as may from time to time be assigned by the president, these Bylaws or the board.
§ 4. Secretary. The secretary shall keep the minutes of the meetings of the Board, see that all notices are duly given in accordance with the provisions of these Bylaws and shall in general perform all duties incident to the office of secretary and delegated to such office by the board.
§ 5. Treasurer. The treasurer shall have charge of the funds of the Foundation, shall report to the board regarding the finances of the Foundation and shall in general perform all duties incident to the office of the treasurer.
ARTICLE VII: COMMITTEES
§ 1. Number. There shall be an executive committee and such other committees as the board or executive committee shall designate from time to time.
§ 2. Executive Committee. The executive committee shall consist of the officers of the Foundation. Between meetings of the board, the authority and responsibilities thereof shall be vested in the executive committee, provided that the executive committee shall have no authority to amend, alter or repeal these Bylaws, to elect, appoint or remove any director or officer of the Foundation, or to approve any charter document required to be filed. The president shall serve as chairman of the executive committee.
§ 3. Other Committees. From time to time, the board may constitute and appoint such other committees from among the members of the board to perform such other duties and functions as it may deem appropriate.
§ 4. Term of Office. Each member of every committee shall continue in office at the pleasure of the board.
§ 5. Chairmen. Except as otherwise provided herein, the president, with the approval of the board, shall appoint one member of each committee as chairperson thereof. The chairperson of each committee shall be selected from among the members of the board.
§ 6. Quorum. Unless otherwise specifically provided by the board, three members of the whole committee shall constitute a quorum, and an act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
§ 7. Rules. Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with these Bylaws, with rules adopted by the board, or with any applicable law of the State of West Virginia.
ARTICLE VIII: GIFTS
§ 1. Gifts. The board may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Foundation.
§ 2. Fellows of the West Virginia Bar Foundation. Donors to the Foundation shall be designated as “Fellows of the West Virginia Bar Foundation”. Appropriate classes of membership of Fellows may be established reflecting the size or value of the contribution.
ARTICLE IX: CONTRACTS, LOANS, CHECKS, DEPOSITS AND SURPLUS PROPERTY
§ 1. Contracts. The board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Foundation, and such authority may be general or confined to specific instances.
§ 2. Loans. No loan shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances. The board may encumber and mortgage stocks, bonds an other securities and other personal property of all types, tangible and intangible, and convey any such property in trust to secure the payment of corporate obligations.
§ 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the board.
§ 4. Deposits. All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board of Directors may select.
§ 5. Surplus Property. The board may from time to time sell, donate to an organization qualifying for tax-exempt status under section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or otherwise dispose of surplus property of the Foundation.
ARTICLE X: MISCELLANEOUS
§ 1. Fiscal Year. The fiscal year of the Foundation shall begin on July 1 and end on June 30 of the following year.
§ 2. Corporate Seal. The board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Foundation and the state of incorporation and the words “Corporate Seal”.
§ 3. Vacancies. Any vacancy occurring among the officers or members of the board shall be filled by majority vote of the members of the board then in office. A person filling a vacancy shall be elected for the unexpired term of his/her predecessor.
§ 4. Indemnification. Each director or officer and former director or officer of the Foundation, his/her heirs and personal representatives, shall be indemnified by the Foundation against costs and expenses at any time reasonably incurred by him/her arising out of or in connection with any claim, action, suit or proceeding, civil or criminal, against him/her or to which he/she may be made a party by reason of his/her being or having been such director or officer, except in relationship to matters as to which he/she shall be adjudged in such action, suit or proceeding, to be liable for gross negligence or willful misconduct in the performance of a duty to the Foundation. If, in the judgment of the board, a settlement of any claim, action, suit or proceeding, so arising shall be deemed in the best interest of the Foundation, any such director or officer shall be reimbursed for any amounts paid by him/her in effecting such settlement and reasonable expenses incurred in connection therewith. The foregoing right of indemnification shall be in addition to any and all other rights to which any director or officer may be entitled as a matter of law.
§ 5. Amendments. These Bylaws may be altered amended or repealed and new Bylaws may be adopted by a vote of a majority of the voting members of the Board present at any annual or special meeting, provided that written notice of such change, amendment or repeal is given to each member of the Board prior to such meeting.
ARTICLE XI: DISSOLUTION
In the event of dissolution of the Foundation, after payment of all necessary expenses thereof, all of the remaining assets and property of the Foundation shall be distributed to the State of West Virginia, or to such charitable or educational organizations then qualifying for tax-exempt status under § 501(c)(3) of the Internal Revenue Code of 1986, as amended, as the Board of Directors may determine.
(Amended by Board of Directors-June 12, 2008.)