ARTICLES I – OFFICES
Section 1 Principal Office: The principal office of the Corporation shall be located
at the office of Vonda W. Chappell, Attorney at Law, 205 South
Battlefield Blvd., Suite 100, Chesapeake, Virginia.
Section 2 Registered Agent: The registered agent of the Corporation shall be Vonda W. Chappell, Attorney at Law.
Section 3 Other Offices: The Corporation may have such other offices within the State of Virginia or without the state, as the Board of Trustees may from time to time determine.
ARTICLE II – PURPOSE
Section 1: To provide equipment, training expertise and service to quickly and efficiently locate wanderers and lost persons, due to Alzheimer’s, Autism, Down’s syndrome or other related medical reason, through electronic, radio telemetry and any such appropriate technologies that may become available.
Section 2 Area of Operation: The Hampton Roads Region and internationally, unlimited.
Section 3: The above will be provided only to public safety agencies, governmental agencies or non-profits who shall then provide the program on a low cost or for free basis to their constituents, as necessary.
ARTICLE III – BOARD OF TRUSTEES
Section 1 General Powers: The affairs of the Corporation shall be managed by its Board of Trustees.
Section 2 Number: The number of Trustees shall be no less than three (3). There may also be two (2) non voting Advisory Members.
Section 3 Honorary Life Membership: The Board may elect, by majority, to bestow “Honorary Life Membership” on the Board of Trustees to any person it deems appropriate. Such person shall have no voting rights but will be permitted to participate in all meetings of the Board. The number of “Honorary Life Members” shall not exceed three (3) persons at any one time.
Section 4 Tenure: Each Trustee shall be elected to hold office for a term of two (2) years.
Section 5 Election: The Board shall elect by majority, nominated persons to fill vacancies on the Board of Trustees as they arise.
Section 6 Qualifications: Each Trustee shall be a member of the Corporation; at least 18 years of age; shall not have been convicted of a Criminal Offense which would reflect negatively on the Board and for which a pardon has not been granted; and shall not be a mentally incompetent person.
Section 7 Vacation of Office: The office of Trustee shall be vacated:
(a) Removal by Members – Any Trustee may be removed by the Board of Trustees whenever in its judgement the best interests of the Corporation would be served thereby. A Trustee shall be removed by the Board by way of a resolution passed by at least two-thirds (2/3) of the Trustees in office. Removal may be accomplished with or without cause.
(b) Written Resignation – By the Trustee delivering notice of resignation in writing to the Corporation in which case, such resignation shall be effective at the time notice received by the Corporation or at the time specified in the notice, whichever is later.
(c) Verbal Resignation – If the Trustee verbally indicates to any Trustee or Officer of his or her intention to resign and fails within thirty (30) days to respond positively to a letter from the Corporation requesting that the Trustee confirm that he or she wishes to continue as a Trustee. In such cases, the vacancy will be deemed to become effective at the end of the said thirty (30) day period.
(d) Failure to attend a minimum of one (1) Board Meeting in the preceding calendar year.
(e) Death – Upon death of the Trustee.
(f) No Longer Qualified – Upon the Trustee ceasing to qualify pursuant to the Bylaws.
(g) Expiration of Term of Office – A Trustee ceases to remain a Trustee immediately upon the expiration of his/her identified term of office.
Section 8 Regular Meetings: The Board of Trustees may provide, by resolution, the time and place for holding regular/annual meetings without other notice than such resolution. Regular meetings shall be held at the principal office of the Corporation in the absence of any designation in the resolution.
Section 9 Special Meetings: Special Meetings of the Board of Trustees may be called and shall be held at the principal office of the Corporation or any such place as the Trustees may determine. Requests must be made in writing and directed to the Chairman of the Board or the Chief Executive Officer.
Section 10 Notice of Special Meetings: Notice of any special meeting of the Board of Trustees shall be given at least (5) days previously thereto by written notice delivered personally, sent by mail, telegram or email to each Trustee at his/her address or email account as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelop so addressed, with postage prepaid. If notice is given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegram company. If delivered by email, such notice shall be deemed to be given when the email is sent by the originator. The time stamp on the sent email shall act as a proof of service.
Section 11 Waiver of Notice: Any Trustee may waive notice of any meeting. The attendance of the Trustee at any meeting shall constitute a waiver of notice of such meeting, except where the Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not called lawfully or convened.
Section 12 Chairperson: The Chairperson shall preside at all meetings of the Board or in the absence of the Chairperson, the Trustees shall choose one of their number to act as Chairperson. The Chairperson shall be elected by a majority of the Trustees present at meeting in which there is a quorum. The election of a Chair shall be conducted at the first regular meeting in each calendar year.
Section 13 Transaction of Business: The Trustees may consider or transact any business at any meeting of the Board. The business to be transacted at a meeting of the Board of Trustees need not be included in any notice thereof except that in the case of a Special Meeting of the Board of Trustees, the notice of the meeting shall specify the purpose for which the meeting is called.
Section 14 Quorum: A majority (50% plus one) of the number of Trustees on the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum is present at any such meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
Section 15 Voting: Each Trustee shall be entitled to one (1) vote at all meetings of the Board of Trustees.
Section 16 Board Decisions: The act of a majority of the number of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by these Bylaws or laws.
Section 17 Telephone Participation: If the majority of Trustees present at or participating in a meeting consent, a meeting of the Board of Trustees or Committees of Trustees may be held by means of such electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously, and a Trustee participating in such meeting by such means is deemed for the purposes of this bylaw to be present at that meeting.
Section 18 Travel Expenses: All members of the Board of Trustees shall be reimbursed for reasonable travel costs incurred in order to attend the Strategy Meeting. Trustees may be reimbursed for reasonable travel costs to attend any Regular Meeting or Special Meeting upon successful resolution by the Board of Trustees.
ARTICLE IV – OFFICERS
Section 1 Officers: The Officers of the Corporation shall be a President – Chief Executive Officer, a Treasurer and a Secretary.
Section 2 Election and Term of Office: The Officers of the Corporation shall be elected annually by the Board Members at the regular annual meeting. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Officers shall be eligible to succeed themselves.
Section 3 Removal of Officers: Any Officer may be removed by the Board of Trustees whenever in its judgement the best interests of the Corporation would be served thereby. An Officer shall be removed by the Board by way of a resolution passed by at least two-thirds (2/3) of the Trustees in office.
Section 4 Powers and Duties: The several Officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Trustees. In the absence of such specifications, each Officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in non-profit corporations having the same general purposes and objectives as this Corporation.
Section 5 Remuneration of Officers: The remuneration of all officers appointed by the Board shall be determined from time to time by resolution of the Board.
ARTICLE V – COMMITTEES
Committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be designated by a resolution adopted by a majority of the Trustees present at a meeting of the Board of Trustees at which a quorum is present. The composition and mandate of such committee shall be the discretion of a majority of the Board of Trustees.
ARTICLE VI – INDEMNIFICATION OF TRUSTEES, OFFICERS AND AGENTS, LEGAL PROCEEDINGS
Section 1: In addition to any other rights existing or that may be granted by the Corporation, any present or future Trustee, Officer, or Agent of the Corporation shall be indemnified by the Corporation against liability, reasonable costs and expenses, and counsel fees paid or incurred in connection with any action, suit or proceeding to which such Trustee, Officer or Agent may be a party by reason of his or her being or having been such Trustee, Officer or Agent is liable for negligence or misconduct in the performance of his or her duties. The right to indemnify shall also apply to suits, actions or proceedings which are compromised or settled, if the court having jurisdiction (or which could have jurisdiction) shall approve the settlement.
Section 2: The Corporation shall maintain a valid insurance policy with sufficient coverage to insure each member of the Board of Trustees and Officers individually and collectively against any suits, actions or proceedings brought against them as a result of their activities, actions or decisions made while a member of the Board of Trustees.
Section 3: The decision to initiate legal proceedings on behalf of the Corporation against any individual, business, corporation or other entity shall only be undertaken upon the passing of a resolution supported by a majority of the Board of Trustees.
ARTICLE VII – FINANCIAL
Section 1 Contracts: The Board of Trustees shall authorize all contracts entered into by the Corporation. The Board may by a resolution passed by the majority of Trustees, permit contracts of a certain type and class to be approved without prior Board approval. In such cases, the Board shall receive an official copy of any and all contracts entered into by the Corporation under this section.
Section 2 Checks, Drafts or Orders: All checks, drafts or orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 3 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 of Trustees may select.
Section 4 Financial Report: The Board of Trustees shall receive at the each Regular Meeting a detailed report outlining the current financial status of the Corporation. The contents of such report shall be determined by resolution of the Board of Trustees.
Section 5 Budget: The Board of Trustees shall be presented with a proposed budget for the Corporation prior to the start of the next fiscal year. The Board shall, by resolution of the majority of the Board of Trustees, approve the presented budget or approve a budget as amended by the Board.
Section 6 Fiscal Year: The fiscal year of the Corporation shall begin on the first day of November each year and end at midnight on the thirty-first day of October of the following year.
Section 7 Gifts: The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation. Gifts received under this section shall be disclosed to the Board of Trustees.
ARTICLE VIII – BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees, and shall keep at the registered office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, any Trustee and Officer, or the agent or attorney of such member, Trustee, or Officer for any proper purpose at any reasonable time.
ARTICLE IX – AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a quorum of Board Members present at a Regular Meeting or at any Special Meeting of the Board of Trustees provided at least five (5) days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.