BYLAWS OF COMMUNITY LEADERS OF DAVIDSON COUNTY, INC.

ARTICLE I
MISSION AND POWERSSection 1. Mission. Our mission at Community Leaders of Davidson County is to provide support financially and by investment of time and resources, endeavor to benefit the students and schools within Davidson County.

Section 2. Powers. Community Leaders of Davidson County, Inc. (hereinafter the “Corporation” and the “Foundation”) shall have such powers granted by its Articles of Incorporation, consistent with the laws of the State of North Carolina, as may be amended from time to time. Notwithstanding anything herein to the contrary, the Corporation shall exercise only such powers as are in the furtherance of, and the Corporation shall be operated exclusively for charitable and educational purposes, with the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 3. Activities. The Foundation may solicit funds, accept donations, gifts of property, estate gifts, and bequests, to support its missions. Notwithstanding anything herein to the contrary, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code of (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE II
OFFICES
Section 1. Principal Office. The principal office of the corporation shall be located in Lexington, North Carolina, or in such other place that the Board of Directors may from time to time appoint or the purposes of the Corporation may require.

Section 2. Registered Office. The registered office of the Corporation is required by law to be maintained in the State of North Carolina and may be, but need not be, identical with the principal office.

Section 3. Other Offices. The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the corporation may require from time to time.

ARTICLE III
MEMBERSHIPSection 1. The corporation shall not have members. Any authority shall be vested in a Board of Directors as set forth in Article IV below.

ARTICLE IV
BOARD OF DIRECTORSSection 1. General Powers. The sole government of the Corporation shall be vested in a Board of Directors.

Section 2. Number. The number of directors constituting the Board of Directors shall be no less than three (3), and no more than seven (7). There shall be four directors at the outset.

Section 3. Amendment to Number of Directors. The number of directors may be amended by a vote of a majority of the existing members of the Board of Directors.

Section 4. Election of Directors and Term. The selection of members to the Board of Directors and the filling of vacancies for any unexpired terms shall be at the sole discretion of the Board of Directors of the Corporation. Directors shall serve a term of three years, but shall not be permitted to serve more than two consecutive three-year terms. The immediate past chair shall serve one additional year. After a one-year absence, a former board member shall be eligible for re-election. Directors will be installed and commence their terms of service at the annual meeting of members. Initial Board of Directors positions shall be staggered so that an equal number of Directors are elected each year moving forward. The initial Board of Directors is reflected on Schedule 1, attached and incorporated herein.

Section 5. Resignation or Removal. A Director may resign from the Board at any time by giving written notice to the chair or vice chair, and the acceptance of such resignation shall not be necessary to make it effective. Directors may be removed from office with or without cause by vote of a majority of the entire Board of Directors at any regular or special meeting.

Section 6. Vacancies. To fill a vacancy occurring on the Board of Directors, whether by resignation, removal, expiration of term, or to increase the number of Directors, a majority vote of the Directors shall be required. A Director elected to fill an unexpired term is eligible to be elected to two full three-year terms.

Section 7. Meeting Attendance. A Director is expected to annually attend at least 75% of the regular Board meetings and meetings of the committees on which the Director is a member. A director is counted present if attending by conference call or other electronic means. Directors shall not be absent for more than two (2) consecutive meetings without approval of the Chairman of the Board of Directors.

Section 9. Conflicts of Interest. Directors of the Board shall exercise the utmost good faith in all transactions touching upon their duties to the Foundation and its property. No Director shall use his/her position, or knowledge gained as a Director, so that a conflict might arise between the Company's interests and those of any individual Director. This duty of loyalty includes a duty of confidentiality, which is a duty not to speak about board matters to non-board members unless authorized.

Section 10. Compensation. Members of the Board of Directors shall not receive any salary or other compensation for their services except reimbursement for expenses, but nothing herein contained shall be construed to preclude any member of the Board of Directors from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE V
MEETINGS OF DIRECTORSSection 1. Annual Meetings. The annual meeting of the Board of Directors shall be held at the first regular meeting after the end of the fiscal year at the principal office of the Corporation. Such a meeting may be held at another place, either within or outside the State of North Carolina, as shall be designated in such notice of the meeting and agreed upon by the Directors. If the annual meeting shall not be held as designated by these bylaws, a substitute annual meeting may be held by notice of the meeting, and shall be designated and treated for all purposes as the annual meeting.

Section 2. Meetings. The Board of Directors shall hold board meetings on a monthly basis during the Fiscal Year for the purpose of conducting business. The Board of Directors shall keep and approve the minutes of all Board Meetings, and the minutes shall be kept as a permanent Foundation record.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by, or at the request of, the chair or any 25% of the Directors. Meetings may be held at places other than the principal offices.

Section 4. Notice of Meetings. All meetings of the Board of Directors shall be held upon the giving of at least three (3) days’ notice by any usual means of communication. Notice of meetings may be made personally or by telephone, teletype, email, or other form of wire or wireless communication, or by facsimile transmission, mail, private carrier, or by any other means permitted by law. Such notice shall specify the business to be transacted at, or the purpose of, the meeting that is called.
Attendance by a Director at a meeting shall constitute a waiver of notice. The only exception to this is in the case that the Director is attending to protest an inadequate notice.
Section 4. Quorum. Attendance by one-third (33%) of the members, either in person or by conference call or other electronic means, shall be required at any meeting to constitute a quorum.

Section 5. Manner of Acting. Except as otherwise provided in this Article, the act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board of Directors. If a vote is not unanimous, votes will be recorded individually.
Meeting by Telephone or Virtual Appearance. Any one or more Directors or members of a committee may participate in a meeting of the Board or a committee by means of a conference telephone call, virtual appearance or similar communications device which allows all Directors participating in the meeting to simultaneously hear each other during the meeting, and such participation shall be deemed present in person at such meeting.
Electronic Transactions. The Board or a committee may conduct a transaction by electronic means.
Informal Action by Directors. No action of the Board of Directors shall be valid unless taken at a meeting at which a quorum is present except that any action taken by the Board of Directors without a meeting is nevertheless board action if written consent to the action in question is signed by all of the Directors entitled to vote and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Consent to action without a meeting may be in electronic form and delivered by electronic means.
Rules of Order. The Foundation Board recognizes Robert's Rules of Order as the parliamentary authority governing Board meeting procedures.

ARTICLE VI
EXECUTIVE COMMITTEESection 1. Members. The Executive Committee shall consist of all Officers of the Board, including the Chair, Vice Chair, Secretary/Treasurer, the Immediate Past Chair, and the Chair and Vice Chair of Standing Committees.
Section 2. Authority. When the Board of Directors is not in session, the Executive Committee shall have, and may exercise, all of the authority of the Board of Directors in the management of the Corporation, except as such authority is limited by statute, by resolution of the Board of Directors, or by these bylaws. The Executive Committee shall have the authority to approve the list of proposed candidates to serve as Officers and shall approve the list of candidates to serve as Directors at the scheduled Executive Committee Meeting.
Section 3. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
Section 4. Meetings. The Executive Committee shall meet as often as necessary in the interim between regularly scheduled or special meetings of the Board of Directors. When the Executive Committee takes official action on behalf of the full Board of Directors, the secretary of the Executive Committee shall record and distribute the minutes of the Executive Committee meeting, including attendance records, to each director at or prior to the next regularly scheduled or special meeting of the Board of Directors.

ARTICLE VII
COMMITTEESSection 1. Committees. The Board of Directors may, from time to time, establish such committees as it deems necessary to assist it in carrying out, on a continuing basis, its duties and responsibilities to the Corporation. Except as specifically provided by these bylaws or any separate resolution regarding standing committees, members of standing committees will be appointed by the Board of Directors upon recommendation of the chair. The committee chair and vice chair shall be board members of the Corporation.

Section 2. Standing Committees. The Company may elect to establish Finance, Nominating, and Development committees composed of board members. Additional standing committees may be established to fulfill any stated purposes.
Section 3. Authority and Reporting. Each committee shall have and exercise the powers and authority granted by the Board of Directors. Each committee must keep minutes of its proceedings and report its recommendations to the Board of Directors. No committees of the Board (including the Executive Committee) shall be authorized to take the following actions:

Authorize distributions to or for the benefit of the Directors or officers;
Approve dissolution, merger, or the sale, pledge, or transfer of any of the
Corporation's assets;
Elect, appoint, remove, or fill vacancies on the Board of Directors,
Adopt, amend, or repeal the Articles of Incorporation or bylaws
Section 4. Membership. Each member of a committee shall hold office until such member’s successor is elected, or appointed, unless such member ceases to be a director, or resigns, or is removed from the committee. The Foundation chair shall serve as an ex officio member of all committees.

Section 5. Resignation and/or Removal. A Committee Member may resign at any time by giving written notice to the Corporation, Board chair, or vice chair. The acceptance of such resignation shall not be necessary to make it effective. Resignation of a Committee Member is effective upon delivery of the letter of resignation, or at a later date, if so specified. Any Member of a committee may be removed with or without cause at any time by a resolution adopted by a vote of the Foundation Board of Directors.

Section 6. Vacancies. The Chair may appoint individuals to fill vacancies occurring on a committee, or may appoint individuals to increase the number of committee members, but is subject to ratification by the Board of Directors.
Section 7. Meetings and Notices.
Meetings of a committee may be called at any time by the committee chair or the foundation chair. Each committee shall meet as often as necessary to perform its duties. Oral or written notice of the date, time, and place of any meeting shall be given, except in emergencies, at least one day prior to the meeting.
A majority of the voting members of a committee at any meeting of such committee constitutes a quorum for the transaction of business. The act of a majority of the voting members of a committee present at a meeting shall be the act of the committee at so meeting. The only action to be taken by committees is to make recommendations to the full Board.
Oral or written notice of the date, time, and place of any meeting shall be given, except in emergencies, at least one day prior to the meeting.
One-third (33%) of the members present, either in person or by conference call, shall be required to constitute a quorum at any Executive Committee Meeting.

ARTICLE VIII
OFFICERSSection 1. Number. At the fourth quarter board meeting, the Directors shall elect from the members of the Board a chair, a vice chair, a secretary, a treasurer, and such assistants as the Board may elect.

Section 2. Election. Term and Installation. The officers of the Corporation shall be elected for a term of one year, or until their successors in office are elected. Vacancies shall be filled by an election for the unexpired term at any meeting of the Board, provided that notice of such election has been given. Such elections may be held at any regular or special meeting of the Board. Officers will be installed at the annual meeting.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed with or without cause by a majority vote of the Board.

Section 4. Resignation. A Director may resign from the Board at any time by giving written notice to the chair or vice chair, and the acceptance of such resignation shall not be necessary to make it effective. Directors may be removed from office with or without cause by a vote of a majority of the entire Board of Directors at any regular or special meeting.

Section 5. Chair of the Board. The chair of the Board of Directors shall preside at all meetings of the Board and shall have such other powers and duties as may be assigned from time to time by the Board, or as prescribed by these bylaws.
Section 6. Vice Chair. The vice chair of the Board shall, in the absence of the chair of the Board, preside at all meetings of the Board and shall have such other powers and duties as may be assigned from time to time by the Board or as prescribed by these bylaws.

Section 7. Secretary. The secretary shall keep, or cause to be kept, a record of all meetings and actions of the Board of Directors. The secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The secretary shall sign such instruments as may require the signature of the secretary and, in general, shall perform all the duties incident to the office of secretary and such other duties as may be assigned from time to time by the chair or by the Board of Directors. The position of secretary may be combined with that of treasurer.
Section 8. Treasurer. The treasurer shall keep or cause to be kept such accounts as may be necessary to show the receipts, expenditures, and financial condition of the Corporation at all times, or as may be required by the Board of Directors, and do such other things as may be ordered from time to time by the Board. The Treasurer shall act as the chair of the finance committee. The position of treasurer may be combined with that of Secretary.
Section 9. Assistant Secretary/Assistant Treasurer. The assistant secretary shall have the authority to sign legal documents on behalf of the Board of Directors. The assistant treasurer shall have the same authority as the treasurer. The assistant secretary and assistant treasurer positions may be combined.
Section 10. Executive Director. The Executive Director shall be selected by the Corporation. He or she shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these bylaws.

ARTICLE IX
CONTRACTS, LOANS, AND RECEIPTSSection 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. The Board of Directors may establish procedures pertaining to the signing of checks as necessary.
Section 4. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such depositories as the Corporation shall direct.

ARTICLE X
AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWSSection 1. Procedure. The Directors may change or amend the Articles of Incorporation by a vote of two-thirds of the members of the Board at a meeting for which proper notice is given, and approval by the Sole Member. The Directors may change or amend these bylaws by a vote of two-thirds of the members of the Board at a meeting for which proper notice is given. A notice of the time and place of such meeting must be given to each Director at least two weeks in advance of the meeting, and the proposed changes to the Articles of Incorporation and/or bylaws must be set forth in said notice. All bylaws will be subject to review by the Board every two years.

ARTICLE XI
GENERAL PROVISIONSSection 1. Seal. The corporate seal of the Corporation shall be in the form of a circle and have inscribed thereon the name of the Corporation and the word SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation.

Section 2. Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of the North Carolina Non-Profit Corporation Act or under the provisions of the chatter or bylaws of the Corporation, 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 equivalent, to the giving of such notice.

Section 3. Fiscal Year. Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall be January 1 to December 31.

Section 4. Indemnification. Any person who at any time serves or has served as a Director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against:

reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and
reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty, or settlement for which he may have become liable in any such action, suit, or proceedings.

The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.
Any person who at any time after the adoption of these bylaws serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

Section 5. Rules. The Board of Directors may adopt, amend, or repeal rules, to the extent not inconsistent with these bylaws, for the management and operation of the internal affairs of the Corporation and the governing of its officers, agents, committees, and employees. These rules and guidelines may be stated in the official Board of Directors Manual.

Section 6. Investments. The Board of Directors shall invest the funds of the corporation in such investments and properties as the Board, in its discretion, may determine to be fit and suitable investments for the assets of the corporation, considering the charitable purposes of the corporation and the purposes of the fund. The corporation shall manage and invest the funds in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances, in accordance with the Uniform Prudent Management of Institutional Funds Act, Chapter 36E of the North Carolina General Statutes, as may be amended from time to time.