HomeMy WebLinkAboutRICHMOND COUNTY PUBLIC FACILITIES , INC. BY-LAWS X015
BYLAWS OF
RICHMOND COUNTY PUBLIC FACILITIES, INC.
ARTICLE ONE
DIRECTORS
1. 1 Number. The affairs of the Corporation shall be
controlled and administered by a Board of Directors consisting
of six (6) members; provided, however, that such number shall
be increased or decreased in the event that the total number of
seats on the Board of Commissioners of Richmond County, Georgia
is increased or decreased, and such number shall correspond to
such increased or decreased number of seats on the Board of
Commissionsers.
1.2 Composition; Appointment. The Board of
Commissioners of Richmond County, Georgia (the "Commissioners")
shall, except for the initial Directors, appoint the members of
the Board of Directors of the Corporation, acting at such time
as the Commissioners so decide. Each Commissioner shall
appoint one director, who shall be a resident of such
Commissioner' s district.
1. 3 Term. The term of all Directors appointed by
the Commissioners shall be three (3) years; provided, however,
that in exercising its power to appoint the first Board of
Directors, the Commissioners shall designate two (2) Directors
to serve for one year, two (2) directors to serve for two (2)
years and two (2) directors to serve for three (3) years.
Thereafter, and as each Director completes his or her
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designated term, all appointments shall be for a three (3) year
term so that the Directors shall serve staggered terms.
1. 4 Ouaiifications of Directors. In addition to the
qualifications otherwise stated herein, a Director of the
Corporation shall be any natural person of the age of eighteen
( 13) years or older who is a resident of Richmond County,
Georgia.
1. 5 Resignation. A Director may resign at any time
by giving written notice to the Chairman or Secretary of the
Board of Directors. Such resignation shall take effect at the
date of the receipt of such notice or at any later time
specified therein.
1. 6 Disqualification and Removal. If any Director
fails to attend three (3) consecutive meetings of the Board of
Directors without an adequate reason for his or her absence,
his or her seat may be declared vacant by the Commissioners.
Directors may be removed for any other reason only by the
Commissioners.
1.7 vacancy. Any vacancy or vacancies arising in
the Board of Directors because of death, resignation, removal,
disqualification, an increase in the number of Directors, or
any other reason, shall be filled as provided in section 1. 2 ,
and each person so appointed shall be a Director to serve for
the balance of the unexpired term.
1. 3 Compensation. Directors, as such, shall not
receive any stated salary for their services, but they shall be
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`- entitled to the reimbursement of reasonable expenses, if any,
incurred by them as Directors.
1.9 Committees of Directors. The Board of Direc-
cors, by resolution adopted by the majority of the entire
membership, may designate from among its members one or more
committees, including an Executive Committee which shall have
the full power and authority of the Board of Directors except
as limited in these Bylaws; each such committee to consist of
two (2) or more Directors, and each of which, to the extent
provided herein or in such resolution, shall have the authority
of the Board of Directors. However, no such committee shall
have authority as to any of the following matters:
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(a) the dissolution, merger, or consolidation
of the Corporation;
(b) the amendment of the Articles of Incorpora-
tion, or the sale, lease or exchange of all or substantially
all of the property of the Corporation;
(c) the designation of any such committee or
changing the number of Directors on the Board of .Directors or
the filling of vacancies in any committee;
(d) the amendment or repeal of the Bylaws or
the adoption of new Bylaws; or
(e) the amendment or repeal of any resolution
of the Board of Directors which by its terms cannot be amended
or repealed except by action of the Board of Directors.
1. 10 Fiscal Agent; Investment Advisor. The Directors
of the Corporation may, by a majority vote and in their
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discretion, appoint any bank or trust company_ having its prin-
cipal office in the United States and having a capital and
surplus of not less than $10, 000, 000 as fiscal agent of the
Corporation and delegate to such bank or trust company the
custody and routine management of the Corporation's funds,
subject to the direction and supervision of the Directors. The
Directors may likewise delegate to such a bank or trust company
or to an investment manager or advisor the powers and duties to
invest and reinvest the Corporation' s funds subject to the
direction and supervision of the Directors.
ARTICLE TWO
MEETINGS
2 . 1 Place. Meetings of the Board of Directors and
any committees therecf may be held at such place, within or
without the State of cr~;a , as the Chairman of the Board or
committee, as the case may be, may from time to time determine.
2 . 2 Time. The Board of Directors shall meet annual-
ly each year at a time, date, and place which shall be fixed by
the Chairman, and such meeting shall be called the Annual
Meeting. Special meetings may be called by the Chairman or
upon the written request of any member of the Board of
Directors.
2. 3 Notice. Written notice of the time and place of
each Annual Meeting shall be mailed to all Directors at least
two (2) weeks in advance of the .meeting. Notice of the time,
place and purpose of each special meeting of the Board shall be
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mailed to each Director at least five (5) days _in advance of
such a meeting or conveyed personally or by telephone, tele-
graph or telex at least forty-eight (48) hours in advance of
the meeting. The notice of a meeting pursuant to the written
request of one of the members of the Board shall specify the
object or objects for which the meeting is called, and the
Board of Directors shall be restricted at such meeting to the
transaction of the business specified in the notice.
2 .4 Notice; What Constitutes. Whenever written
notice is required to be given to any Director under the pro-
visions of these Bylaws, it may be given to such person, either
personally or by sending a copy thereto by first class mail,
postage prepaid, or by telegraph or telex, charges prepaid, to
the address of record supplied to the Corporation for the
purpose of notice. If the notice is sent by mail or by tele-
graph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. A
notice of meeting shall specify the place, day and hour of the
meeting and any other information required by law or these
Bylaws. When a meeting is adjourned, each Director shall be
given at least one day ' s notice in person or by telegraph or
telex of the time and place of the resumption of the adjourned
meeting.
. 3 Waiver :f. Notice. Whenever any written notice
is required to be given, a waiver thereof in writing, signed by
,.� the person or persons entitled to such notice, whether before
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or after the time stated herein, shall be d__.emed equivalent to
the giving :If such notice. Neither the business to be trans-
acted at nor the purpose of a meeting need be specified in the
waiver of notice of such meeting.
Attendance of a person at any meeting shall consti-
tute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting, by
written notice delivered to the Secretary at the beginning of
the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.
2 . 6 Ouorum; Action Without Meeting. A majority of
the Directors in office shall be present at each meeting in
order to constitute a quorum for the transaction of business.
Every Director shall be entitled to one vote. Except as other-
wise specified in the Articles or these Bylaws or provided by
statute, the acts of a majority of the Directors present at a
meeting at which a quorum is present shall be the acts of the
Board of Directors. In the absence of a quorum, a majority of
the Directors present and voting may adjourn the meeting from
time to time until a quorum is present. The Directors shall
act only as a Board and the individual Directors shall have no
power as such, except that any action which may be taken at a
meeting of the Board of Directors or any committee thereof may
be taken without a meeting, if a consent or consents in writing
setting forth the action so taken shall be signed by all of the
Directors then serving on the Board of Directors or committee,
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as the case may be, and filed with the Secretary of the
Corporation.
2.7 Telephonic Meeting. Members of the Board of
Directors or any committee thereof may participate in any
meeting of the Board of Directors or any committee thereof by
means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
ARTICLE THREE
OFFICERS
3 . 1 Officers ; Election. The Board of Directors
shall elect from among its members a Chairman of the Board, who
shall also serve as President. The Board of Directors shall
also elect a Secretary and a Treasurer, and may elect one or
more Vice Presidents or assistant officers. Two or more
offices may be held by the same person, except the offices of
President and Secretary.
3 . 2 Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors;
provided however, that in the event of the absence of the
Chairman, a Vice Chairman .may be appointed to preside, and he
or she shall have the power to delegate the authority to
preside at such meetings to any other person.
3 . 3 President. The President shall be responsible
••—�• for the administration of the Corporation, including general
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supervision of the policies of the Corporation_ and general and
active management of the financial affairs of the Corporation.
He or she shall have the authority to execute bonds, mortgages
or other contracts, and agreements or instruments under the
seal of the Corporation; provided, however, that all such bonds
mortgages, contracts, agreements or instruments must also be
attested or countersigned by the Secretary of the Corporation.
The President shall have the authority to institute or defend
legal proceedings when the Directors are deadlocked.
3 . 4 Secretary. The Secretary shall keep minutes of
all meetings of the Board of Directors and have charge of the
minute books and seal of the Corporation, shall have the au-
thority to certify as to the corporate books and records, and
shall perform such other duties and have such other powers as
may from time to time be delegated to him or her by the Presi-
dent or the Board of Directors.
3 . 5 Treasurer. The Treasurer shall be charged with
the management of the financial affairs of the Corporation. He
or she shall, in general, perform all of the duties incident to
the office of treasurer and such other duties as from time to
time mall be assigned to him by the President or the Board of
Directors .
3 . 6 Vice President. The Vice President, if any,
shall perform such duties and exercise such powers as the
President or the Board of Directors shall request or delegate
and, unless the Board of Directors otherwise provides, shall
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perform such other duties as are generally performed by vice
presidents with equivalent restrictions, if any, on title. In
the absence of the President or in the event of his death or
inability to act, the 'Tics President shall perform the duties
of the President, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the President;
provided, however, that if there is more than one Vice Presi-
dent, any Vice- President shall have the authority to execute
bonds, mortgages or other contracts or agreements under the
seal of the Corporation, subject to all the restrictions upon
the President relating to such functions, including the
restrictions of section 3 . 3 herein, but all other duties of the
President shall be performed by the Vice President designated
at the time of his election, or in the absence of any
designation, then in the order of election (or if more than one
Vice President is elected at the same meeting, in the order in
which they are listed in the resolution electing them) , and
when so acting shall have all the powers of and be subject to
all the restrictions upon the President.
3 .7 Appointment of Agents. The Board of Directors
or the President may appoint one or more agents, as the Board
of Directors or the President may determine. Any such agent so
appointed shall perform such duties as the action appointing
him provides.
3 . 8 Removal of Officers and Agents. Any officer,
assistant officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in
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its judgment the best interests of the Corporation will be
served thereby. Any agent appointed by the President may be
removed by the President or by the Board of Directors whenever
in his or its judgment the best interests of the Corporation
will be served thereby.
3 . 9 Vacancies. Any vacancy, however occurring, in
any office may be filled by the Board of Directors.
3 . 10 Compensation. The officers of the Corporation
shall not receive compensation for their services, but they
shall be entitled to the reimbursement of reasonable expenses,
if any, incurred by them as officers, pursuant to Corporation
business. The compensation of other employees, if any, of the
Corporation shall be fixed by the Board of Directors, and the
compensation of any agent or consultant shall .either be so
fixed or shall be fixed by the President or other officer of
the Corporation.
ARTICLE FOUR
SEAL
4 . 1 The seal of the Corporation shall be in such
form as the Board of Directors may from time to time determine.
In the event it is inconvenient to use such a seal at any time,
the signature of the Corporation following the word "Seal"
enclosed in parentheses or scroll, shall be deemed the seal of
the Corporation. The seal shall be in the custody of the
Secretary and affixed by him or her on such papers as may be
directed by law, by these Bylaws or by the Board of Directors.
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ARTICLE FIVE
INDEMNIFICATION' AND INSURANCE
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5. 1 Indemnification. The Corporation may, by
resolution, indemnify and hold harmless each person who shall
serve at any time hereafter as a Director, officer or agent of
the Corporation 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 been a Director,
officer, employee or agent, and shall reimburse such person for
all legal and other expenses reasonably incurred by him or her
in connection with any such claim or liability; provided,
however, that no such person shall be indemnified against, or
be reimbursed for, any expense incurred in connection with any
claim or liability arising out of his or her own gross
negligence or willful misconduct. Further, to the extent
permitted by law, Richmond County, Georgia (the "County") may,
by resolution of its Commissioners, indemnify and hold harmless
any such Director, officer or agent of the Corporation from and
against any such claims and liabilities, subject to such
reservations as are expressed above.
The richt accruing to any person under the foregoing
provisions of this article shall not exclude any other right to
which he or she may be lawfully entitled, nor shall anything
herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case even
though not specifically herein provided for. The Corporation,
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�,. its Directors, officers, employees, and agents -shall be fully
protected in taking any action or making any payment under this
article or in refusing to do so in reliance upon the advice of
counsel to the Corporation.
5 . 2 Insurance. The Corporation may purchase
liability insurance on behalf of the directors, officers and
agents of the Corporation against any liability for acts
committed or omitted to which such persons are subject by
reason of their positions or duties for the Corporation.
ARTICLE SIX
AMENDMENT
6. 1 The Board of Directors shall have the power by a
majority vote of the Directors then in office to alter, amend
or repeal the Bylaws or adopt new bylaws, provided that the
Bylaws at no time shall contain any provision inconsistent with
law or the Articles of Incorporation.
Adopted this of February, 1990.
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EXHIBIT "A"
'.4.;
ARTICLES OF INCORPORATION
OF
RICHMOND COUNTY PUBLIC FACILITIES, INC.
I.
The name of the corporation is "RICHMOND COUNTY PUBLIC
FACILITIES, INC. " (the "Corporation") .
II.
The Corporation is organized pursuant to the provisions
of the Georgia Nonprofit Corporation Code.
III.
The- Corporation shall have perpetual duration.
IV.
The Corporation is a nonprofit corporation organized to
•
acquire, retain and administer a fund, or funds, to be held,
invested and used exclusively for the benefit of Richmond County,
Georgia (the "County") , a body corporate and politic and a
political subdivision of the State of Georgia, and any other
L
political subdivision or body corporate and politic of the State
of Georgia located within or without Richmond County,. Georgia,
and the State of Georgia or any of its departments or agencies,
and to acquire, own, construct, renovate, improve, equip,
maintain, manage, operate, lease as lessor or lessee, sell or
otherwise convey, land, buildings, facilities and .equipment of
every kind and character for the benefit and use of Richmond
'T:ounty, Georgia and its citizens, and any other political
i _
subdivision or body corporate and politic of the State of Georgia
1.1
located within or without Richmond County, Georgia, and the State
of Georgia or any of its departments or agencies.
V.
• The Corporation is not organized and shall not be
operated for pecuniary gain or profit. No part of the property
or net earnings of the Corporation shall inure or be payable to
or for the benefit of any individual except as reasonable
- compensation for services actually rendered by such individual or
as payments and distributions in furtherance of the purposes set
forth in Articles IV and VI hereof. It is intended that the
Corporation will qualify at all times as an organization exempt
from Federal Income tax under sections 501(a) and 501 (c) (3) of
the Internal Revenue Code of 1986, as now or hereafter amended,
or the corresponding provisions of any future United States
internal revenue law (referred to in these Articles of
Incorporation as the "Code") , that it will qualify at all times
as an organization to which deductible contributions may be made
pursuant to sections 170, 642, 2055 and 2522 of the Code, and
that it will qualify as other than a private foundation pursuant
to section 509 (a) (3) of the Code; therefore, notwithstanding any
other provision in these Articles, the Corporation shall never be
authorized to engage in any activity except in furtherance of the
purposes for which the Corporation. is organized, and the
Corporation shall not carry on any activities not permitted to be
carried on (i) by a corporation exempt from Federal income tax
under sections 501(a) and 501(c) (3) of the Code or (ii) by a
corporation, contributions to which are deductible under sections
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170, 642, 2055 and 2522 of the Code. The Corporation shall not
disburse any funds or take any action contrary to the policies of
the County, nor shall it sponsor any activities in violation of
pertinent Georgia statutes. The Corporation shall never directly
or indirectly participate in or intervene in (including the
publishing or distributing of statements) any political campaign
on behalf of any candidates for public office, nor shall any part
of the activities of the Corporation be devoted to attempting to
_= influence legislation by propaganda or otherwise, within the
r:
' meaningof the
proscriptive provisions of the Code.
_ Notwithstanding any other provision of these Articles of
Incorporation, to the extent that the following provisions of the
Code are applicable, the Corporation and its directors and
officers shall ,not engage in any act of self-dealing as defined
in section 4941(d) of the Code, shall not retain any excess
•
`f business holdings as defined in section 4943 (c) of the Code,
s _
shall not make any investments in such manner as to subject the
Corporation to tax under section 4944 of the Code, shall not make
any taxable expenditures as defined in section 4945(d) of the
Code, and shall cause the Corporation to distribute its income
for each taxable year at such time and in such manner as not to
become subject to the tax on undistributed income imposed by
section 4942 of the Code. •
VI.
t
: (a) The directors of the Corporation shall cause the
IIprincipal and income of the Corporation to be distributed to or
otherwise utilized for the benefit of the County at such times,
E
in such amounts and for such specific uses as shall be determined
from time to time by the directors of the Corporation.
(b) The directors of the Corporation shall, not less
often than annually, deliver to the County a report of the
financial affairs of the Corporation for the period concerned,
including a statement of the assets and liabilities of the
Corporation, a statement of the receipts and disbursements of the
Corporation, a statement of its then-current investment
portfolio, and such other information as the directors of the
Corporation deem appropriate and helpful. The directors of the
Corporation shall undertake to confer, at least once during each
fiscal year of the Corporation, with the County concerning the
support of the County by the Corporation.
(c) The County shall be deemed to include its
successor by merger, consolidation or otherwise. If the County
or its successor should cease to exist or substantially terminate
or abandon its operations, the directors of the Corporation shall
designate the State of Georgia as successor, and all powers,
rights, and duties to be held or performed hereunder by the
County or its representatives shall thereafter be held or
performed by the State of Georgia or its representatives.
VII.
(a) Except as otherwise ,provided in these Articles of
Incorporation or in the Bylaws of the Corporation, the
Corporation shall have all the powers conferred upon nonprofit
corporations under the Georgia Nonprofit Corporation Code. The
Corporation shall have the power and authority to accept gifts
ill
and contributions, whether made by will or otherwise, in any form
of property. If such gifts and contributions are unrestricted,
they may be applied to anything within the objects and purposes
of the Corporation; but if the objects are specified by the
w testator or donor then such restricted gifts and contributions
4
may only be accepted if they are within the objects and purposes
of the Corporation.
(b) The directors are authorized to and shall take any
and all other action necessary or appropriate to qualify the
Corporation as a "supporting organization" within the meaning of
section 509 (a) (3) of the Code and the Treasury Regulations
itpromulgated pursuant thereto.
VIII.
In the event of the dissolution of the Corporation, to
.., : the extent allowed under the applicable law, all of the assets of
the Corporation shall be distributed to, or its assets shall be
sold and the proceeds distributed to, the County, or if the
County should then have ceased to exist, to its successor, or if
no successor or such successor has ceased to exist, to the State
. of Georgia. In the event that for any reason upon the
, dissolution of the Corporation the board of directors of the
,.. Corporation shall fail to act in the manner herein provided
within a reasonable time, the senior judge of the Superior Court
of Richmond County shall make such distributions as herein
provided upon the application of one or more persons having an
official position with-the Corporation or the County or the State
of Georgia.
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L..
The Corporation shall have no capital stock, and it
shall have no shareholders or members.
X.
The affairs of the Corporation shall be managed by a
board of directors consisting of six (6) members; provided,
however, that such number shall be increased or decreased in the
event that the total number of seats on the Board of
Commissioners of Richmond County, Georgia is increased or
decreased, and such number shall correspond to such increased or
decreased number of seats on the Board of Commissioners. The
members of the board of directors of the Corporation shall be
'-41ppointed, and subject to removal at any time, with or without
cause, by the Board of Commissioners of Richmond County, Georgia
(the "Commissioners") . Each. Commissioner shall appoint one
director, who shall be a resident of such Commissioner's
district. The method of appointment of the members of the board
of directors as well as any qualifications for being a member of
the board of directors shall be as provided from time to time by
the Bylaws of the Corporation, except that the number' of the
members and composition of the initial board of directors is
fixed by Article XI of these Articles of Incorporation.
XI.
The initial board of directors of the Corporation shall
consist of three (3) members, whose names and addresses are as
t ollows:
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Robert N. Dixon, Sr.
3422 Wheeler Road
Augusta, GA 30909
William F. Epps
3179 Wheeler Road
Augusta, GA 30909
David J. Rollins
2231 Raleigh Drive
Augusta, GA 30907
XII.
The directors of the Corporation shall not be
personally liable to the Corporation for monetary damages for
breach of duty of care or other duty as a director, except:
(a) for any appropriation, in violation of his duties, of any
business opportunity of the Corporation, (b) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (c) for any
transaction from which the director derived an improper personal
benefit.
If the Official Code of Georgia Annotated is amended
after approval by the directors of this Article XII to further
eliminate or limit the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Official Code of
Georgia Annotated, as so amended.
Any repeal or modification of the foregoing paragraph
by the directors of the Corporation shall not adversely affect
/'�
any right or protection of a director of the Corporation existing
at the time of such repeal or modification.
_
at '
XIII.
These Articles of Incorporation may be amended at any
time in the manner provided in the Georgia Nonprofit Corporation
Code (or the corresponding provision of any future Georgia
nonprofit corporation law) by the affirmative vote of two-thirds
of the directors then in office; provided, however, that no
amendments may be made which would cause the organization (1) no
longer to be described as a qualifying charitable organization,
(2) to be operated other than for the benefit and use of Richmond
County, Georgia and its citizens, or, (3) to remove the powers of
appointment and removal of the members of the board of directors
of the Corporation from the Commissioners.
XIV.
:I '' The address of the initial registered office of the
Corporation, which office shall also serve as the initial
principal office of the Corporation, is 454 Greene Street,
a.
Augusta, Georgia, 30901, and the initial registered agent o2 the
Corporation at such address is Robert Daniel. -rn
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XV.
E. - as -is
The name and address of the incorporator is: i'. u.
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114James L. Henderson, III o
Sutherland, Asbill & Brennan
3100 First Atlanta Tower
• 2 Peachtree Street, N.W.
Atlanta, Georgia 30383
IN WITNESS WHEREOF, the undersigned incorporator has
executed these Articles of Incorporation. •
'647Z
/L€4.'C--
es L. Henderson, III