↑ Return to About Us

Bylaws

BY-LAWS

OF PRINCE GEORGE PROMISE FOUNDATION

 

ARTICLE I

ORGANIZATION

1.1       Name. The name of the corporation is PRINCE GEORGE PROMISE FOUNDATION and shall also conduct activities in the name of “PG Promise”.

1.2       Office And Registered Agent Location.      The initial principal office of the corporation in the Commonwealth of Virginia shall be located at 6602 Courts Drive, Third Floor, Prince George, Virginia.  The corporation may also have offices and places of business at such other places within or without the County of Prince George, as the Board may from time to time determine.  The corporation shall maintain a registered office as required by statute, at which it shall maintain a registered agent.  The registered office may, but need not be identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

1.3       General.         The corporation will be operated exclusively for charitable, literary, educational and cultural purposes as described in Section 501(c)3) of the Internal Revenue Code of 1986, as amended, as a non-stock, tax exempt corporation and as more precisely set forth in the Article of Incorporation.

1.4       Records.         The corporation shall keep accurate records and shall also keep minutes of the proceedings of the Board and of committees of the Board, and shall keep at its principal office a record giving names, addresses and telephone numbers of the Board.

1.5       Fiscal Year.    The fiscal year of the corporation shall be July 1st through June 30th.           

1.6       Governance.  PG Promise shall be governed by a Board of Directors with the powers described by the Articles of Incorporation and By-laws who shall have authority to employ an Executive Director.

ARTICLE II

BOARD OF DIRECTORS

2.1       Number of Directors.            The Board of Directors shall consist of at least seven (7), but not more than eleven (11) persons who shall be elected as provided for in the Articles of Incorporation and the By-laws.  The number of Directors fixed at each annual meeting shall continue in effect until the next annual meeting.

2.2       Term of Directorship.           After the initial term, the term for each Director shall be two (2) years.  However, there shall be no limit to the number of successive terms to which a Director may be elected.

2.3       Vacancies.      All vacancies shall be elected by majority vote of the Board and members at the annual meeting.

2.4       Duties.                        The Board shall have full power to supervise, manage and regulate all corporate affairs and activities of PG Promise.  The duties and powers of the Board shall include:  (i) to hold meetings at such times and places as it may deem proper; (ii) to appoint committees on particular subjects; (iii) to set immediate goals for the current fiscal year and long-range plans and goals for future development; (iv) to set and revise the corporation’s fiscal budget; (v) to devise and carry into execution a fundraising plan and such other measures as it may deem proper and expedient to promote the objections and purposes of the corporation; (vi) to employ a staff of professionals and administrative personnel as necessary for the operation of the corporation; (vii) to otherwise manage the affairs of the corporation; and (viii)  distributing grants or contributions and otherwise rendering financial payments for the purposes expressed in the corporation’s Article of Incorporation shall be within the exclusive power of the Board.

2.5       Board Service.           The term of office of each Board member shall begin on July 1st and end on June 30th; provided, however, that any Board member holding office at the expiration of his term shall continue until his successor has been appointed and qualified. 

2.6       Removal.        Any Director may be removed by two-thirds vote of the Directors at any meeting of the Directors duly convened.  Any vacancy so created may be filled in the manner prescribed in the By-laws.

ARTICLE III

MEMBERS

            In addition to the Board of Directors, the corporation shall consist of “members” who are representatives of youth stakeholder organizations or governmental organizations in Prince George County or that have a regional mission to help youth.  They shall participate in the election of Board members at the annual meeting and shall participate in the work of committees and other activities of the corporation.  Members may attend all meetings of the corporation. The members may initially be comprised of one member appointed by each of the following stakeholders organizations in accordance with Article VII of the Articles of Incorporation:

a.         Prince George County Board of Supervisors

b.         Prince George Department of Social Services

            c.         Riverside Community Corrections

            d.         Comprehensive Services Act Coordinator

e.         Virginia Farm Bureau

            f.          Crater Youth Commission

            g.         District 19 Community Services Board

            h.         Fort Lee

            i.          Hopewell/Prince George Healthy Families

j.          Court Services Units

k.         Prince George Women’s Club

            l.          Prince George County Juvenile and Domestic Relations District Court

            m.        Prince George 4-H

            n.         Prince George County Public Schools

            o.         Oakland Baptist Church

            p.         Unity Baptist Church

            q.         Prince George Regional Heritage Museum

            r.          Prince George Commonwealth’s Attorney

            s.          Prince George Parks & Recreation

            t.          Prince George Sheriff’s Office

            u.         Appomattox Regional Library

            v.         Prince George Police Department

            w.        Crater Area Health Department

            x.         Central Virginia Health Service

            y.         Richmond Area YMCA

            z.         John Randolph Medical Center

            aa.        Hopewell/Prince George Chamber of Commerce

            bb.       Girl Scouts

            cc.        Boy Scouts

dd.       Virginia Department of Juvenile Justice

ee.        Prince George Extension Office

ff.        Union Branch Baptist Church

gg.       Hopewell-Prince George Crime Solvers.

hh.       Upside to Youth Development

ii.         Prince George Rotary

jj.         Southside Regional Medical Center

kk.       John Randolph Foundation

ll.         Cameron Foundation

 

ARTICLE IV

MEETINGS

3.1       Meetings.        The Board shall meet not less than quarterly on a date and time determined by the Board.  The Annual meeting of the corporation shall be the first meeting following July 1st of each year.  The schedule of regular meetings for the remainder of the year including the date of the following year’s annual meeting shall be established at the annual meeting.  Special meetings may be called at any time by the President or upon written request of two (2) members of the Board.  All Board members shall be given at least three (3) days’ notice of regular or special meetings which may be given personally, by first class mail, facsimile mail, or e-mail.  Only such business as is included in the Notice of special meetings may be conducted at such meeting.  Notice of any such meeting may be waived in writing signed by the person entitled to notice.  Attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting.

3.2       Regular Meetings.     The President shall prepare an agenda for regular meetings which shall be available no later than five (5) days before the meeting.  Items may be added to the agenda upon a majority vote.

3.3       Quorum:  Action.      A quorum for the transaction of any business shall be a majority of the members of the Board then in office.  If a quorum is present, the Board may act upon a majority vote of the Board present at the meeting.  Each Board member shall have one vote.  There shall be no absentee voting or voting by proxy.  Attendance at a meeting by telephone shall not be considered attendance at a meeting for purposes of obtaining a quorum or voting.

3.4       Committees.   The Board may designate one or more other committees which shall have the full power and authority of the Board except as limited in the By-laws or by the appropriate resolution.  All committees may include Directors, members or interested citizens.  However, no committee shall have authority with regard to any of the matters set out as responsibilities of the Board of Directors.

3.5       Compensation.           Neither the Board nor committee members shall be paid compensation for their services.  A Board member may seek reimbursement of expenses previously approved by the Board so long as appropriate documentation has been presented to the Treasurer and recorded in the financial records of the corporation.  No member of the Board shall receive any compensation or reimbursement of expenses from the corporation if such receipt would constitute “self-dealing” under Section 4941 of the Code.

ARTICLE IV

OFFICERS

4.1       Officers.         The principal officers of the corporation shall consist of a President, a Vice-President, and a Secretary/Treasurer.  All such officers shall be elected by the Board.  Any person shall be eligible to hold any office or more than one office, provided that the President and the Treasurer shall not be the same person.

4.2       Term of Office.          The officers shall be elected at the organizational meeting of the Board and thereafter their successors shall be elected at the annual meeting of the Board to serve for a term of one (1) year and until their successors are elected and qualified.

4.3       Vacancy.        Any vacancy occurring among the officers before the end of the officer’s term shall be filled for the expiration of the term by the Board.

4.4       Removal.        Any officer elected by the Board may be removed by the Board whenever, in its judgment, the best interest of PG Promise will be served thereby, and any vacancy created in any office thereby may be filled by the Board as provided herein.  All officers, agents and employees shall hold office at the discretion of the Board.

4.5       President.       The President shall preside at all meetings of the Board.  The President shall countersign all disbursements from the treasury.  The President shall have such other duties and responsibilities as may be assigned to the President from time to time by the Board. 

4.6       Vice-President.          The Vice-President shall preside over meetings in the absence of the President and shall act.

4.7       Secretary/Treasurer.             The Secretary/Treasurer shall be responsible for the minutes of all the meetings of the Board and for authenticating records of the corporation.  The Secretary/Treasurer shall have charge of the corporation’s minute book and seal.  The Secretary/Treasurer shall have such other duties and responsibilities as may be assigned to the Secretary/Treasurer from time to time by the President or the Board.  In addition, the Secretary/Treasurer shall manage the financial affairs of the corporation.  Bills and payment requests will be provided to the Secretary/Treasurer.  The Secretary/Treasurer shall have responsibility for recommending action concerning the corporation’s financial affairs to the President and the Board.  The Secretary/Treasurer shall at all times maintain full and accurate records regarding the property owned by the corporation, its revenues, disbursements and financial activities, and shall present such records at the annual meeting of the Board or more frequently if requested by the President or the Board; provided, however, that all financial records shall always be open to inspection by any Board member at any time.  The Secretary/Treasurer shall have the authority and responsibility for the safekeeping of the funds, securities and other assets of the corporation and shall serve as an advisor on financial matters relating to the management and operation of the corporation’s assets.  The Secretary/Treasurer shall have such other duties and responsibilities as may be assigned to the Secretary/Treasurer from time to time by the President or the Board.

4.8       Executive Director.   The Board may choose to hire an Executive Director to manage the day-to-day operations of the corporation and work with the Board to successfully develop and lead PG Promise in fulfillment of its goals.  The Executive Director shall have and perform such duties as are prescribed and assigned to him by the Board.  The Executive Director shall serve at the will of the Board and be evaluated annually.  The Executive Director shall not be an officer of the corporation and shall not be subject to term limits.  The Executive Director may receive compensation for his services should the Board determine to provide such compensation.

ARTICLE V

LEGAL AND FINANCIAL MATTERS

5.1       Checks.           All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by the President and the Treasurer.

5.2       Deposits.         All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

5.3       Gifts and Contributions.      The Board may:

a.         accept on behalf of the corporation any contribution, gift, or devise of any type of property (hereinafter collectively referred to as “donations”), so long as it is desirable  and will serve the charitable purposes of the corporation, upon such terms as the Board may approve;

            b.         accept services in-kind or other gifts or donations from governmental agencies;

c.         hold such funds or property in the name of the corporation or of such nominee or nominees as the Board may appoint;

d.         collect and receive the income from such funds or property; devote the principal or any such income from such donations to such benevolent and charitable purposes of the corporation as the Board shall approve.

5.4       Liquidation.  Upon liquidation or cessation of the activities of the corporation, the Board shall determine by a majority vote of the entire membership of the Board, the manner in which the property and assets of the corporation are to be distributed.

ARTICLE VI

AMENDMENTS

            These By-laws may be amended by a simple majority vote of the Board and membership present at any annual or regular meeting, and at any special meeting called in accordance with the procedures set forth herein, where a quorum is present.

ARTICLE VII

INDEMNIFICATION

7.1       Generally.      The corporation shall indemnify and hold harmless each person who shall serve at any time hereafter as a Board member, officer, employee or agent of the corporation (including the heirs, executors, administrators or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter served as a Board member, officer, employee or agent of the corporation, or by reason of any action alleged to have been heretofore taken or omitted by him or her as such Board members, officer, employee or agent to the full extent permitted under Section 13.1-875 et. seq. of the Virginia Nonstock Corporation Act or any successor provisions of the laws of the Commonwealth of Virginia. Indemnification shall not apply to any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, or any transaction from which he or she derived an improper personal benefit.