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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 n 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 -2- ,\:;BYL WS 02/20!90 i.:59pm `- 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: • (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 -3- A:18YLAY! 02/20/90 4:59pm 1 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 -4- A:18YUWS 02/20/90 4:39pm 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 -5- A:, LAWS 02/20/90 4:59pm 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, -6- A:13YLAWS 02/20/90 4:39pm • 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 -7- 02120190 4:59pm 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 -8- A:18YCAUS 02120190 4:59pn 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 -9- A:13Y:r1WS 02120190 4:59pm 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. -10- A:\BYUWS 02120/90 4:59pm i1 ARTICLE FIVE INDEMNIFICATION' AND INSURANCE • 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, -11- 02/20/30 •59pm A:13YL1WS �,. 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. 11,0-6elt,)<7, trf'‘(":6-( 'AN- Director :ir �tor fliA .14,6"V Dirt ctor n -12- A:19YL1W5 02/20/90 .:59pm fit 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 _.1_ .4 170, 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. g • '4 + 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: fr -6- L71. 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 4 7 XV. E. - as -is The name and address of the incorporator is: i'. u. -4 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